


Dark Mirror

by Acidwing



Category: Ben 10 Series
Genre: Alternate Universe - Role Reversal, Gen, Mirror Universe, Role Reversal, Roleswap, original series mostly, with some elements from other seasons
Language: English
Status: In-Progress
Published: 2021-01-01
Updated: 2021-03-05
Packaged: 2021-03-11 03:55:14
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 10
Words: 50,962
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/28358898
Author URL: https://archiveofourown.org/users/Acidwing/pseuds/Acidwing
Summary: The multiverse is endless. Some worlds are similar, some are different, and some are distorted reflections of each other. In this universe, Ben is still a hero, but many of his friends and enemies have switched places. See how he makes his way in such a world.Role-reversal AU set in the original series. Adopted from Jalaras
Comments: 60
Kudos: 39





	1. And Then There Were 10

**Author's Note:**

> The first two chapters are heavily based on "[Ben 10 Dark Mirror](https://www.fanfiction.net/s/7228800/1/Ben_10_Dark_Mirror)" by Jalaras (with their permission). The rest is my own work.
> 
> I should also mention that while I’m going to stick closely enough to the canon timeline, I will skip some filler and shuffle some episodes around for better pacing. I will also use characters and concepts from the other installments of the franchise, mostly because the original series lack a lot of backstory.

The clock slowly ticked the seconds away as the entire class waited impatiently for the last school day to be over.

At last, the teacher stood up, “Just a reminder: it’s still not too late to sign up for summer school.”

“Yeah, right. Like that’s gonna happen in a million years,” a ten-year-old by the name of Ben Tennyson scoffed under his breath.

Finally, the bell rang and everyone hurried to escape into the long-awaited freedom of summer vacation. Ben dallied in the hall instead, waiting for a friend. He didn’t have to wait for long before a slightly pudgy, glasses-wearing boy rounded the corner.

“Ben! How ya been, man?” JT smiled and offered his hand for a fistbump.

Ben smiled back, "Pretty good, actually. Today I’m leaving on a roadtrip with my grandpa. The whole summer in an RV travelling across the country… It’s gonna be great!”

“Man, that’s awesome! I wish I could say the same. But I’m gonna be stuck in the boring old Bellwood for the whole summer.”

Ben shrugged awkwardly, “Sorry, man. But hey, at least you’ll have Cash around, right? Where is he, by the way?”

Cash and JT were usually joined at the hip. Their parents were good friends, so the two had known each other since diapers. They pretty much lived in each other’s pockets, which often made Ben feel like an outsider in their little group. (But he wasn’t going to complain. At least he _had_ friends, even if they were losers like him, perpetually stuck at the bottom of the food chain.)

“Cash went ahead,” JT replied. “He wanted to meet with a buddy from the chess club.”

But as they walked out the doors, they were presented with an unwelcome sight: on older boy had cornered Cash and his buddy and was demanding money from them.

Ben curled his hands into fists. Why did so many people enjoy hurting others? “Leave them alone!” he yelled.

The bully turned around and swaggered towards him with a smirk, “Oh, look! The little shrimp wants to play a hero! You sure you can back it up?”

Then in one swift move he punched Ben in the gut. Ben crumpled on the ground, wheezing in pain.

The bully sneered, “What’s the matter, hero? Got a boo-boo? Run to your mommy, she can kiss it better!” He laughed again, “Oh well. Since it’s the last day of school and all, I guess I can cut you little brats some slack. See ya in September, losers!”

And with a jaunty wave of his hand the bully swaggered off.

“Sorry, man,” Cash said with an apologetic smile that looked more like a grimace. “I should’ve been watching my back: that guy really has it out for me. Thanks for trying to help.”

“No problem,” Ben coughed as his friends helped him stand up. He looked away, wishing he could’ve done more. (What _could_ he do? He was just a ten-year-old kid.)

He stayed in the schoolyard catching his breath, until a familiar house on wheels pulled up. A window rolled down and his grandfather Max called, “Come on, Ben, let’s go! I wanna make it to the campsite before nightfall.”

Ben said goodbye to his friends and scrambled into the RV, his mood improving immediately. “I’ve so been looking forward to this!”

Then he paused and blinked at the sight of his red-headed cousin sitting at the table. “Wait. Gwen?! You’re here too?! Weren’t you supposed be in the nerd school right now or something?”

Gwen rolled her eyes. “That’s _summer_ school, doofus.”

“That’s what I said. Summer school for _nerds_!”

“Well, I was _going to_ but somebody convinced my mom that going camping for the summer would be a good experience for me.”

Grandpa Max smiled at them, “That would be me! I thought it would be fun if your cousin came along with us, Ben. And you’ll have someone your own age to hang out with.” He frowned slightly, “Is this going to be a problem?"

Ben and Gwen gave each other identical, narrow-eyed looks.

“Well… As long as she stops being a nerdy, dweeby queen of cooties–”

“–And he stops being a dorky, videogame-obsessed doofus–”

The cousins trailed off then shrugged in unison.

Grandpa Max smiled. “That’s great! We’re going to have so much fun this summer!”

* * *

Somewhere in the outer reaches of that particular solar system, two ships were engaged in a game of cat and mouse. One was a behemoth of dark metal and harsh angles. Its entire front half was split in two lengthwise, forming the main cannon of the ship. Red lightning danced between the two parts but the weapon didn’t yet fire: its adversary carried the cargo that was far too valuable to damage.

The much smaller blue-green vessel with a curved, almost organic-looking hull, weaved between the red blasts the auxiliary cannons spewed at it, but it couldn’t shake off its pursuer.

The captain of the larger ship, one crewed by robots and aliens of different species, ordered a status report.

“Our shields are down but so are theirs. Their hyperdrive is disabled and our armor can handle their fire," his crustacean lieutenant replied.

“Destroy it if you must but do not allow this ship to escape!” the captain, a squid-like alien known to the galaxy as Vilgax, hissed. “The weapon it carries can finally change the tide of this war. We cannot allow it to fall into the hands of the Plumbers!”

The two ships moved closer and closer to Earth, exchanging blows over one of the most powerful items in the galaxy.

* * *

“Yeah, mom, we’re at the campsite already. Uh-huh… Why didn’t you tell me my doofus of a cousin would be here? …Ugh, mom! …Yeah, okay, bye. Call you later.” Gwen turned off her phone and looked at her cousin, “Are you gonna call your folks too?”

Ben shook his head without looking up from his videogame, “I don’t have a phone.”

“Well, if you promise to be careful with it, I can give you mine,” she offered.

“They already handed me over to grandpa. Why do I need to tell them anything?”

“If… you say so?” Gwen muttered unsurely. What was his _deal_?

She pocketed her phone and looked around the campsite. Was there anything interesting here or would she have to make her own entertainment? At least her mom allowed her to take the laptop and the strangely sophisticated satellite dish on top of the Rustbucket provided stable internet connection even in the wilderness.

Before she could drift away from the RV, her grandfather came out, carrying a bowl of spaghetti. At least, it _seemed_ like spaghetti at first glance, if not for the fact that it was _moving_.

Ben looked up from his game and scrunched up his nose, “Okay, I give up. What is it?”

Grandpa Max smiled, “Mealworms. They’re considered quite a delicacy in some countries.”

Gwen barely suppressed a disgusted scream, “Yeah, and totally gross in others!”

“Well, if these don’t sound good, I have some smoked sheep’s tongue in the fridge,” Grandpa Max offered.

“Can’t we just get a burger or something?” Ben begged.

“Nonsense! This summer is gonna be an adventure for your taste buds! I’ll grab the tongue.”

As soon as his grandfather left, Ben leaned closer to Gwen and whispered, “Okay, I’ve got a half-eaten bag of corn chips and a candy bar in my backpack. What do you have?”

She gulped nervously, “Some rice cakes and hard candy. Think we can make them last the whole summer?”

“Hey, kids! I nearly forgot, I have some octopus here!” their grandfather called from inside the RV. “And it’s so fresh, it’s still moving!”

Ben shuddered. “Nope. Not dealing with that.” Then he stood up and hollered, “I’m going for a walk, grandpa! Gwen can eat my portion: she just told me how much she loves octopus!”

“Ben, don’t you dare!” Gwen yelped, but he had already run away into the woods.

* * *

Unknown to the humans, up above the larger ship had finally worn the other one down to the breaking point. Their constant barrage of fire had finally paid off.

"Their propulsion system has been destroyed,” the lieutenant announced.

“Prepare to board,” the captain commanded. "We must get the Omnitrix, quickly!”

The other ship fired one last time. It was an extremely lucky shot, a needle-in-the-haystack chance, but it connected with the bridge and an explosion wrecked the inside. With a wail of alarms, the emergency forcefield activated, preventing the air from leaking through the holes in the mangled hull.

Having been thrown into a wall by the explosion, the lieutenant struggled to stand upright. His four spindly legs trembled slightly, fighting against the artificial gravity, and he wondered dazedly whether the gravity generators were malfunctioning or if he was truly too weak to stand.

Then all thoughts fled his mind at the sight of a mountain of twisted metal dripping with green blood right where his captain had been a mere moment ago.

He slammed his hand over the intercom, “Medical team to the bridge! Now!”

Then he rushed towards his captain, using the powerful pincer on his left arm to throw away the bloodied pieces of metal debris.

In his hurry, the lieutenant didn’t see that the energy surge from the explosion caused their main cannon to malfunction and fire at the enemy ship, tearing it apart. Then an escape pod streamed out of the wreckage with an escort of two robots and headed towards the planet below.

* * *

“Man, this is gonna be the worst vacation ever,” Ben grumbled as he walked through the forest, well away from his grandfather’s ideas of appropriate food.

And he was so looking forward to this too! A chance to get out of Bellwood… He should’ve picked summer school instead: it wasn’t like his parents ever cared what he did. At least school food wasn’t _this_ gross.

Then again, school always meant bullies and here the only trouble he had to deal with was Gwen. As long as she wasn’t being all nerdy and annoying, he could tolerate the dweeb. And her presence also meant that Ben had someone in his corner against the grossness of grandpa’s food. Who knew? Maybe together they would be able to convince grandpa to feed them something _normal_.

Or he could run away and live in the woods. That was an option too.

Ben sighed and looked up at the night sky. He had always liked looking at the stars and imagining alien worlds. Worlds with better life…

That was when a bright glowing object lanced across the skies.

“Wow, a shooting star!” Ben exclaimed in wonder.

However, he had no time to make a wish, because the object made an abrupt turn and hurtled straight towards him. He gasped and ran, barely avoiding it, but the force of its impact with the ground was still enough to knock him down.

After a few seconds of lying on the ground with his arms over his head, Ben dared to stand up. He peeked over the edge of the deep trench the object carved in the ground and tried to see what it was. It looked like some sort of a satellite, still hot and shrouded in vapor from its entry through the planet’s atmosphere.

Ben shuffled closer to the edge but the weakened ground gave way under his feet and he fell in with a loud scream. He quickly scrambled back to his feet and looked at the object.

It was a metal sphere that slid open the moment he approached as if it could sense his presence. Something inside it beeped and glowed green.

Ben leaned closer, his curiosity overcoming his fear. He squinted, trying to discern what the glowing object was. It looked a little like–

“A watch?” he mumbled. “What’s a watch doing in outer space?”

He reached towards it, which was when the object did something entirely un-watch-like. Like a living thing, the strange device leapt up and clamped around his left wrist. Ben screamed and waved his arm around, trying to get it off, but it remained stuck, as if glued to his skin.

Terrified out of his mind, Ben ran screaming into the woods.

* * *

The lieutenant watched blankly as the medical team carried away the mangled body of his captain. His pincer clicked open and closed in a nervous habit that he had never quite managed to get rid of. He felt so utterly useless…

“Kraab!”

He stopped his incessant clicking and turned to the science officer that had been calling him (judging by his pinched expression, he had been at it for a while). “Yes, Psyphon?”

“Our sensors have detected an escape pod,” the red-eyed humanoid with striped black and white skin said.

Kraab stared at him blankly, his mind struggling to process the information, before he forcefully shook himself off. As the second in command and with his captain indisposed, he was now in charge. He had no time for feelings.

“Send a drone after it,” Kraab ordered. “With any luck, we will get the Omnitrix back without causing any trouble to the inhabitants of this planet. And start on the repairs: I need this ship up and running as soon as possible.”

* * *

Ben was starting to suspect that trying to touch a strange object that fell from the sky wasn’t his best idea. He tried to pull it off, bite it off, shove a sharp stick under it, but nothing worked.

Finally, he gave up and started to examine the device. He pressed the sides of the round dial on top of it and it popped up with a beeping noise. Then the hourglass icon on it slid into a diamond shape, showing a humanoid picture inside. Now even more curious, if still a little freaked out, Ben pushed the dial down.

He bit back a startled scream when the strange device sank into his skin. Burning heat spread over his body, melting it into fiery red of burning lava.

“Aaaaahhhh! I’m on fire! I’m on fire!” he screamed and ran around in blind panic. Yet when he stopped for a moment, a realization hit. “Hey, I’m on fire and I’m okay!”

Ben looked at the glowing yellow cracks covering his crimson skin, “Check it out, I’m totally hot!” He laughed at his own joke and raised his fire-encased hands. He threw the flames at the nearby tree, blasting off several branches. “Oh yeah! That’s what I’m talking about!”

He rubbed his hands together, growing a fireball between them, and threw it at another tree. The blast tore through it, destroying two more trees behind it.

Then his eyes widened, his elation drowned by fear. What was he doing? He was shooting fireballs in a forest!

“No, stop!” he cried as the wildfire spread around him.

He tried to stomp out the flames but his magma-hot feet only made it worse. Struggling to think of some way to stop the fire, Ben didn’t notice that he wasn’t alone until something bitingly cold hit his back.

He turned around to see his cousin holding a fire extinguisher. She took one look at him and screamed.

“I know I look weird but there’s no reason to be scared,” Ben tried to reason.

Gwen didn’t listen. She jumped and hit him in the face with the fire extinguisher.

Ben tumbled down and coughed when another spray from the extinguisher hit him in the face, putting out the flames around his head. The fire quickly reignited, reacting to his annoyance. “Hey! Will you stop that already?!”

“I don’t know who or what you are, but you will stay down if you know what’s good for you!” Gwen threatened.

Ben ignited her shoe in retaliation, forcing his cousin to hop back and put it out.

“I warned you!” she scowled and raised the fire extinguisher over her head.

“Don’t even think about it, dweeb!” Ben yelped.

A look of dawning comprehension came onto her face and she lowered her makeshift weapon. “Ben? Is that you? What happened?!”

Ben hurried to explain his series of misfortunes with the freaky watch when he heard his grandfather’s voice.

“Gwen, are you alri–” Grandpa Max stopped and gasped. “What in blazes?!”

“Hey, grandpa, guess who?” Gwen said, pointing her thumb at Ben.

Ben awkwardly waved his hand, “Hi, grandpa.”

“Ben?! What happened to you?”

Before he could start retelling the sequence of events that turned him into some sort of a fiery monster, Gwen interjected, “Um, hello? Major forest fire burning out of control, remember?!”

Ben nearly jumped. The fire! “What do we do?!”

“Backfire. Start a new fire and let it burn into the old one: they’ll snuff each other out,” Max ordered. “Think you can do it, Ben?”

“Shooting flames?” Ben smirked. “I can definitely do that!”

* * *

Away from the forest fire, two pods, each of them easily the size of a car, landed near the crash site. They shifted and unfolded into bronze-colored robots with tank threads set in their lower section and two pincers on top.

The two robots rolled towards the impact area only to discover that the escape pod was empty. The powerful cannons set on top of their heavy bodies rotated and fired at the crash site to remove the evidence from the local inhabitants. Then they rolled into different directions to search for the Omnitrix.

Soon, another robot fell to Earth. This one was bigger and shaped more akin to a praying mantis, albeit with hands rather than jagged scythes that particular insect was known for. Just like the others, it located the crash site, but its priorities were somewhat different.

It had to find the Omnitrix, destroy the enemy drones, and protect the local species from being harmed in the crossfire.

* * *

“So you say that this watch just jumped out and clamped onto your wrist?” Grandpa Max asked once the fire was dealt with and they could safely return to the campsite.

Ben couldn’t fully decipher his expression, but the disbelief in it still hurt.

“It wasn’t my fault I swear!” he protested.

“Think he’s gonna stay a monster forever?” Gwen wondered.

She pulled a marshmallow out of the pack and threw it at him. Ben caught it in one hand, his touch immediately roasting it, and shoved it into his mouth. At least he could still eat in this state. That had to count for something, right?

“He’s not a monster, he’s an alien,” Grandpa Max corrected.

Ben and Gwen exchanged confused looks. Why did he sound so _sure_ about it?

“I mean… look at him, what else could he be?” their grandfather added quickly.

“I don’t wanna be fire guy forever!” Ben complained. “How am I supposed to play little league with Cash and JT if I charcoal the ball every time I catch it?”

“Don’t worry Ben, we’ll figure this out.”

At that moment the hourglass symbol on Ben’s chest started to beep. It glowed red so brightly that Gwen and Grandpa Max were forced to turn away and shield their eyes. When the light subsided, Ben was back to his usual self.

“I’m me again!” he cheered. Then he scowled and pulled on the device still attached to his arm, “Ugh, still can’t get this thing off.”

“Better not play around with it anymore until we know what exactly we’re dealing with,” Grandpa Max warned him. “I’ll go check out that crash site. You guys stay here until I get back.”

* * *

Ben hid behind the RV, trying to figure out how the alien watch worked. Unfortunately, it didn’t take long for Gwen to find him.

“Grandpa said not to mess with that thing!” she snapped.

“Oh, come on! You can’t tell me you’re not even a little bit curious about what this thing can do!”

“Not in the least.”

Ben scrunched up his nose, “You sure you’re related to me?” Then he sighed, “Look. If I can figure this thing out, maybe I can help people. Not just, you know… make things worse.”

Gwen skeptically raised an eyebrow, “What, you think you can be some kind of comic book superhero?”

Ben silently kept fiddling with the watch. Of course the answer was ‘yes’, but it felt too strange to say out loud.

“So… what did it feel like, going all alien like that?” Gwen asked next, breaking the awkward silence.

“It freaked me out at first. It was like I was me but also someone else.”

Ben didn’t say it aloud, but it felt _good_ to be someone else. (Someone better than the plain old Ben.)

Finally, his tinkering paid off. The hourglass dial popped up with a beeping noise and displayed the same image it had before. Twisting the dial changed the image into a different one. Then another, and another: ten of them in total.

“Hey, I think I figured out how I did it! Should I try it again?” Ben wondered excitedly.

Gwen winced, “I wouldn’t.”

“No duh, you wouldn’t,” Ben mocked and promptly slammed down the dial.

Once again the watch sank into his flesh, but this time he could feel fur bursting out of his skin. His back hunched over and his legs reshaped, forcing him to stand on all fours. His face lengthened into a snout and his eyes vanished.

“Ew! What _is_ this ugly mutt?” Gwen complained.

Ben growled at her, drool dripping down his fangs.

She snickered, “What’s that, Ben? Little Timmy fell down the well? Oh! Do you wanna play fetch? Here, doggie-doggie-doggie!”

Something akin to gills opened on the sides of his neck, the infrared sensors painting the image of Gwen waving a stick in the air.

“Oh, wait. You don’t even have eyes. What good is this one if it can’t even see?”

In response, Ben lunged forward and grabbed the stick with his teeth, covering Gwen’s hand in slobber.

“Aaaahhhh! Gross-gross-gross!” Gwen shrieked and tried to wipe her drool-covered hand on his fur but Ben easily dodged her every attempt. “You’re the worst!”

In response, Ben gave his cousin a doggy grin and ran into the woods, eager to test this alien’s capabilities.

* * *

Jumping from tree to tree and swinging between branches, Ben couldn’t help but change his opinion on this vacation once again. He had no idea what this alien device was, but he knew for certain that it was the best thing that had ever happened to him.

But his fun wasn’t meant to last. His gill-like sensors pulsed in warning and Ben jumped off, moments before the tree he had been perched on was blasted into pieces.

A robot that looked like a mixture of a crab and a tank rolled towards him. It was too big to fit between the densely growing trees but its powerful laser blasts were more than capable of ripping apart any obstacle in its path.

Ben was forced to jump across tree branches as it kept shooting at him, but with the strength and agility this form granted him, he was fast enough to climb up a tree and leap down at the robot, landing on top of it. Its cannon spun around, blasting the trees uncontrollably, but Ben held on tightly. He clawed at the base of the cannon where the armor seemed thinner and the metal gave way, revealing the inner circuitry.

He dug deeper, ripping out wires and circuits, and the robot trembled. Its tank threads shifted once, twice, and stilled completely. It didn’t move again.

Ben roared in triumph and jumped off the metal husk, just in time to transform back to human form in a flash of red.

“Ha! That’s what you get for being such a jerk!” Ben crowed and pumped his fist in the air.

“Ben! Are you alright?!” Gwen yelled, running towards him. “What the heck is this thing?”

“Some kind of robot? Who cares! Whatever it is, I certainly showed it who’s the boss!” Ben bragged.

Gwen looked at the metal husk and gulped nervously, “Let’s just go back to the Rustbucket. I don’t wanna know if this thing has friends.”

* * *

Unbeknownst to them, the other robot had detected the deactivation of its twin. Its programming had analyzed the situation, calculated the probability of its own destruction, and deemed it unacceptably high.

It moved towards the husk of the deactivated robot and scanned it for damage. Its main processing unit had been destroyed and there was some damage to the weapons system, but it remained mostly intact.

Usable.

The robot opened its hull. The wires inside it uncoiled and reached towards its broken twin, their systems synchronizing and activating the experimental gestalt protocols. The complex mechanisms came to life and the two robots reshaped and combined into a single, much bigger one.

When the process was complete, the new robot rotated its cannon and destroyed several trees with a blast twice more powerful than it could use before. Then it extended four crab-like legs and lumbered out of the forest with heavy steps that shook the ground.

* * *

“I _told_ you not to fool around with that thing on your wrist until we know what the heck it is!” Grandpa Max snapped after hearing the jumbled explanation of what had transpired while he wasn’t around.

Ben winced, “Sorry, grandpa.” Then he perked up slightly, “But at least I figured out how to make it work! All you gotta do is press this button, then when the ring pops up, you just twist it until you see the guy you wanna be. Slam it down – and you’re one of the ten super-cool alien dudes!”

“What about _staying_ a super-cool alien dude and not transforming back into plain old pizza-face?” Gwen needled.

“I haven’t figured that part out yet,” Ben admitted, although the idea did sound good.

Grandpa Max frowned, “I’m not sure you should get too attached to this thing. From the sound of it, somebody already wants it back.”

Ben scowled, “If they sent some evil robot that tried to smash me after it instead of asking nicely, they don’t _deserve_ to have it back!”

That was when the radio crackled to life. “Mayday! Mayday! Somebody help us! We’re under attack by some sort of – and I know you’re not gonna believe me – robot!”

“I don’t think they’re taking no for an answer…” Gwen whispered with wide eyes.

Ben gasped and dug his hands into his hair, “That robot still works?! I should’ve ripped it to pieces! Those people are in trouble because of me!”

“What you _should_ have done, was let someone better equipped take care of this,” Grandpa Max said.

“What? No way!” Ben yelped. “What the heck can cops or those park ranger guys even do against a giant robot? I gotta help those people!”

Because that was what heroes did, especially if it really was his fault.

Before his grandfather could protest, Ben ran out of the RV and activated the watch. Choosing an alien at random, he slammed down the dial. The device flashed green once again. This time his body turned into solid crystal, making him look like a living gemstone.

“So what can this guy do?” Gwen asked.

“I don’t know but I sure hope it’s something good.”

He ran towards the campsite, his cousin and grandfather following after him. There they could see the mechanical crab that looked like two robots merged haphazardly together stomping on cars and trailers. People screamed and ran away from the robotic horror but when it tried to attack them, another robot that looked more like a praying mantis shot it, throwing off its aim. The crab turned around and blasted the mantis, making it stagger.

“What’s going on here?” Gwen wondered. “Why are they fighting each other?”

“Who cares? I’ll distract the robots, you two get the campers away from here,” Ben ordered.

Grandpa Max stared at him for a second then nodded, both him and Gwen running off and getting to work.

Ben ran forward, waving his hands, and shouted, “Hey, tin can! Come over here and fight me, alien robot to alien… alien!”

Both robots turned to stare at him. Then the crab robot fired an energy blast at him but the mantis got in its way once again. It clawed at the top of the crab’s shell, trying to destroy its cannon, but the crab quickly recovered and ripped off one of the mantis robot’s three legs. Its next blast hurled Ben into one of the trailers, blowing it up with him inside.

Oddly enough, Ben could barely feel the impact, the tough crystal of his new body more than capable of taking a beating. He could feel his hands shift in a strange, hard to describe way. Looking down, he saw that they had changed into sharp crystalline blades. Using his new weapons, Ben sliced open the metal on top of him and climbed out of the ruined trailer.

“This alien is awesome!” he cheered.

He rushed towards the crab robot and attempted to slice off one of its legs. With the speed and grace that evil hunk of metal had absolutely no right to have, it jumped over his head and tried to smash him with its weight.

Ben barely managed to dodge. He gulped nervously when he saw its cannon rotate towards him, “I think I’m in trouble.”

With the sound of grinding metal, the damaged mantis robot grabbed the crab by the leg and ripped it off, slamming the crab’s body into the ground. In response, the crab turned its cannon around and blasted the mantis in half.

Before it could climb back to its remaining legs, Ben rushed towards the robot and stabbed it in the side. He willed his crystals to grow and expand, cutting through the wires and mechanisms inside it. The robot twitched and fell still, the crystal spikes sticking out of its shell making it look like a porcupine.

He heard Gwen shout in glee, “Yeah! Way to go, Be– I mean, diamondheaded guy!”

Ben quickly ran back towards the RV. His cousin and grandfather followed after him, leaving highly confused campers and rangers behind.

* * *

“That was so cool!” Ben cheered after returning to normal.

“I have to admit, that was a pretty awesome fight,” Gwen nodded. “But why were those two robots fighting each other in the first place? It looked like one of them was trying to protect people.”

“Mantis good, crabs bad,” Ben shrugged then raised his left arm, showing off the alien watch. “Whatever! All that matters is that I’m gonna become a hero with this thing!”

“Ben, I don’t think you should get too attached to it,” Grandpa Max warned. “We don’t know what side-effects it could have on you. And who knows who it really belongs to? Or who might come after it.”

“Yeah, right! If anyone tries to take it from me, I’ll just go alien on them!”

Grandpa Max looked troubled but didn’t say anything more.

They went to sleep soon after. This strange day gave them all a lot to think about.

* * *

The spaceship orbiting the planet was in a sorry state, but its captain fared even worse. He was missing his left arm and both legs. His mangled body was suspended in liquid inside a transparent tank, connected to a host of tubes. Tiny drones programmed by the medical team crawled over him, fixing what they could.

Kraab nervously clicked his pincer a few times, unpleasantly reminded of his own injuries that forced him to use cybernetic replacements for most of his body. At least Vilgax was still alive and even lucid enough to hear his report.

“Sir. The courier’s ship was destroyed and the Omnitrix landed on this planet. However, our records show that the escape pod that carried it made an abrupt change of course during its descent. Psyphon suspects that it had homed in on a Plumber signature.”

“Maxwell…” Vilgax hissed slowly, his expression distant. “Is that you standing in my way again, old friend?”

“We don’t know all the details yet,” Kraab continued, “but according to the data feed from the drone we sent, the Omnitrix has found a host, though their identity remains unknown. Our drone was destroyed in the skirmish with the ones sent by the courier and it was unable to retrieve the Omnitrix.”

“Observe and attempt to identify the host but the repairs must take priority,” Vilgax ordered. “We have been jamming the courier’s communications, so the Plumbers shouldn’t yet know we are here… Unless the Omnitrix is already in Maxwell’s hands. I should have never allowed him to live…”

* * *

The next morning Gwen was helping her grandfather load the RV, preparing to move on to the next stop of their roadtrip. She paused only long enough to update her parents over the phone. Of course, she wasn’t crazy enough to say anything about aliens and robots. After all, who would ever believe something like that without proof? (And even if they did, Gwen didn’t want them to drag her back home: this summer was turning out to be far more interesting than she could’ve ever hoped for.)

Grandpa Max looked around, “Where’s Ben?”

“I dunno. Haven’t seen that slacker since breakfast,” Gwen shrugged.

That was when she saw a blue blur speed towards them. It stopped, kicking up a cloud of dust, and revealed itself as a blue-skinned reptile with wheeled feet.

Gwen squinted at the hourglass dial on the creature’s chest, “Ben?”

“Yep! And hey, check this out!”

He sprinted around, gathering their camping equipment. In a few seconds, everything was packed.

He stopped and grinned, “Pretty fast, huh?” As the flash of red turned him back human, he added, “I think this is gonna be the best summer ever!”

“It’s definitely gonna be interesting,” Gwen agreed. “So, where did you go anyway?”

Ben smirked, “Just had to take care of a few things before our vacation really got rolling.”

* * *

Back in Bellwood, JT and Cash converged on a tree.

“How did Ben manage to leave these notes in our rooms?” JT wondered. “Isn’t he supposed to be on a camping trip?”

“Better question, what did he mean when he said there’d be some ‘sweet justice’ waiting–”

They stopped and looked up when they heard a groan above. There was the very same bully that had punched Ben yesterday hanging by his underpants from a tree branch.

JT and Cash were in tears by the time they were done laughing.

**Notes for the Chapter:**

> And so it begins. Admittedly, this chapter turned out to be fairly close to canon but don’t worry: the farther we go, the more things will start to diverge.


	2. Washington BC

“This is so unfair,” Ben grumbled, kicking the floor of an unremarkable grocery store the Tennysons went in to grab some food before their sightseeing trip around Washington DC.

Gwen threw a box of cereal in his face, “Will you grow up already? You’ve been pouting since yesterday.”

Ben caught the box and glared at his cousin, “Shut up, dweeb.”

She only rolled her eyes, “Wow, great comeback, dorkasaurus. Now, are you gonna just stand there doing nothing or will you help me get some normal food? ‘Cuz lemme tell you: I’ve seen what grandpa is buying, and I’m not eating that!”

“Whatever.”

“Fine, keep being a baby! I don’t care! But I’m not sharing my food with you!” Gwen shouted and stomped away from the aisle.

“Stupid dweeb…” Ben muttered.

He shoved the box of cereal back on the shelf and leaned against the side of the aisle with his arms crossed and his back hunched over. He looked at the alien watch on his wrist and scowled at it. And he had such hopes for this thing!

Yesterday, he had used the fiery alien that he had decided to call ‘Heatblast’ to save two people from a burning building, then to stop a robbery. But did anyone care? No! The cops and the firefighters took all the credit! No one even thanked him!

He was torn out of his angry thoughts by his grandfather’s voice, “…Ben, why are you just standing here?”

“That’s ‘cuz he’s pouting like a baby,” Gwen jeered.

“This again?” Grandpa Max sighed, “Ben, I understand that you’re frustrated, but if you insist on being a hero, then you should focus on _helping_ people, not on trying to get famous.”

“But I do! I do help people! Why is it so bad that I want to get a little respect for it? I saved their lives! Is it really so hard to say ‘thank you’?!” Ben scowled even more, “Maybe I _shouldn’t_ be a hero, if everyone is gonna act like this!”

Gwen rolled her eyes, “Then _don’t_. No one’s forcing you to do this, you doofus. _You’re_ the one who’s obsessed with the watch.”

Ben huffed and looked away. Of course she didn’t understand. She had no idea what it was like for all her efforts and hard work to go unacknowledged. Unappreciated. _Ignored_.

In the back of his mind, he bitterly wondered why he had ever expected anything different.

* * *

In a small rundown apartment in a poor part of the city, a grey-haired man with sickly sallow skin tinkered with a horned helmet that looked like it had been made from kitchen appliances. A rat scurried over the table and pressed its whiskered nose to his hand. The man smiled softly and pet its grey fur. Why was there so much prejudice against them? Rats were such lovely animals: smart, affectionate, friendly… So much better than humans.

The man stood up and reached into the pantry. He took out a piece of stale bread and rubbed it between his fingers, dropping the crumbs on the table. Several more rats scurried out of the cracks in the wall to get the food.

“Sorry, my dears, but this is all I have left,” he said apologetically.

He had spent all the money he still had on finishing the helmet. It was only due to his dear pets bringing him lost coins and bills from around the city that he could still afford something to eat. Ah, the joys of being on the run… He was frankly surprised that he hadn’t yet been evicted from this apartment: his landlord was far too kind. (And not very interested in looking at his ID, which was why he chose to stay here in the first place despite any misgivings. It was surprisingly easy to get lost in the crowd in a big city, not to mention get the materials he needed.)

But at long last his work was finished! The man put the helmet on his head and connected the wires to the power cell attached to his vest. He was aware that he looked ridiculous in this getup but he didn’t particularly care. He needed the device to work, not look pretty.

Someone knocked on the door and his expression fell. He never had guests, so this could’ve only been his landlord. He supposed that anyone’s patience would’ve run out at this point: he hadn’t paid rent in quite a while.

The knocking grew more insistent.

The man picked up his backpack where he kept his research notes, spare clothes, and other assorted items. If he was to be evicted, he might as well make it quick and leave immediately. It wasn’t like he had all that many possessions. Maybe this time he would move somewhere–

The door flew off its hinges.

He gasped and reeled back as several armed men, none of whom were his landlord, walked in. Though one of them _was_ familiar to him, unpleasantly so.

“Thompson!” he hissed, backing away from the intruders.

“Dr. Animo. Did you really think that we wouldn’t find you?” Thompson sneered and gestured around the room, “And really, hiding in this slum? You have been a respected scientist–”

“And whose fault is it that I’m not one anymore?!” Animo snapped.

“Yours, actually,” Thompson smirked. “If only you agreed to work for us–”

“That’s not going to happen! I refuse to allow this technology to fall into the wrong hands!”

“Wrong hands?! I am representing the interests of the United States!”

Animo scoffed inwardly. Was that supposed to make him feel better? He wasn’t blind to the faults of this country’s government and the last thing he wanted was his research becoming a tool for the military machine. And considering that they hired people like Thompson…

“Very well then,” Thompson said coldly and pointed his gun at the scientist. “This is your last warning: come quietly or things might get a little… _messy_.”

“You can’t afford to kill me,” Animo scoffed, stifling his fear. “You need my knowledge. You can’t weaponize the technology you can’t understand.”

Thompson gestured at his helmet, “You’ve been so much trouble, I’d rather remove this device from your corpse and use it myself. Or am I wrong to assume that this thing on your head is a miniaturized version of your so-called mutant ray? Though before you get any ideas, don’t think I will allow you to use it.”

“You know nothing!” Animo hissed through gritted teeth.

He knew it would come to this, eventually: running only delayed the inevitable. If he didn’t want his life’s work being turned into a weapon, he had to either destroy any shred of information about it, including that in his brain… Or he had to start fighting back.

Animo activated his helmet with nothing but a thought. _This_ was what he had been working on: tuning the Transmodulator to his own brainwaves until he could control the device with his mind. Until _he_ was the only one who could use it.

A red flash of energy burst from the antennas and hit one of his pet rats. The animal grew to the size of a tiger, its weight crushing the table to pieces. It leapt at the unwelcome guests and knocked them off their feet.

Another flash of his helmet made the other rats grow as well. He jumped atop one and shouted, “Forward, charge!”

The rats burst through the windows, smashing through the dirty glass. Animo spared a moment to mentally apologize to his landlord, but right now he had bigger problems to deal with. He flinched at the sound of car engines behind him. He turned around and saw several black vans chasing after him.

…Right. Of course escaping wouldn’t be this easy.

The scientist gritted his teeth and steered the rats into the main street, hoping that his pursuers would be more reluctant to attack him in public. Besides, his dear pets were far more maneuverable on a busy street than cars. With any luck, he would be able to outrun them.

* * *

As the Rustbucket moved away from the grocery store, Ben was still fuming, but since he didn’t want Grandpa Max to lecture him, he kept his mouth shut. He stared out the window, feeling angry and bored at once, when a swarm of giant rats – was there someone _riding_ one of those? – ran past the Rustbucket, followed by several official-looking black SUVs.

Ben blinked, startled out of his half-asleep state, and jumped back to his feet. Finally, a distraction! He twisted the dial of his watch and slammed it down. His body elongated and streamlined. Long prehensile tail stretched out behind him and his feet reshaped into organic wheels.

He quickly pried the doors open and jumped out of the RV, rushing after the man with the rats. With the gift of super-speed this alien granted him, Ben leveled with him in mere seconds.

“This road is for cars only!” Ben yelled at him. “Pull your rat over and I won’t have to kick your butt!”

The man gasped and leaned towards him, “What an amazing lifeform! And you can even speak English! I have never seen anything like this! Tell me, what are you?”

“Um… An alien?” Ben stammered. This wasn’t a reaction he had been expecting from a bad guy about to get a butt-kicking.

“Fascinating! Oh, the research I could’ve done–”

His musings were interrupted by a bullet whistling past his head. The man cursed under his breath and pressed himself closer to his rat in an attempt to make himself a smaller target.

Ben fell back instead and adjusted his speed to run alongside one of the vans. The man leaning out of the window with a gun in hand had to be the one who shot at them. He was middle-aged and completely average-looking but something about him felt unsettling.

“Hey, why are you trying to shoot that guy?” Ben asked. “Did he rob a bank or something?”

The man bared his teeth in a snarl, “Another of his monsters? You better get out of my way, lizard, if you know what’s good for you!”

He reached back inside the van and pulled out– A rocket launcher?!

Ben’s eyes widened. Was this guy crazy? He had only seen weapons like this in movies and video games, but he still knew that using one on a busy street was going to kill or injure a lot of people! Ben quickly yanked the weapon away and broke it in half, before throwing the pieces back into the van, right into the crazy man’s face. Then he sped off towards the rat-rider who was starting to look saner and saner in comparison.

* * *

“Aaaand he ditched us,” Gwen huffed, climbing into the front seat of the RV. “What a jerk. Why does he even need to get involved? There are already people chasing after the rat guy.”

Grandpa Max sighed heavily, “Ben is just a boy. It’s not unexpected that he wants to show off. He is only ten: he doesn’t know any better.”

Gwen snickered, “You mean, he’s _too stupid_ to know better?”

Her grandfather only sighed and sped down the road.

* * *

Animo yelped when he felt something grab him and suddenly he found himself in the arms of the supersonic reptile. He used his helmet to shrink the rats back to their regular size, barely managing to snag the one he had been riding on and hide it in his vest pocket, then he ordered the rest of his pets to run away.

The blue alien sped him away until suddenly the hourglass symbol on its chest began beeping and flashing red. The reptile barged into an abandoned warehouse and dropped him before bright red light consumed it. When it dissipated, there was a human boy standing where the alien had been.

“Incredible…” Animo breathed out. “You can change your form as well?!”

Was it an alien that could shapeshift into a human or a human that could change into an alien? Judging by his mastery of human language as well as the turns of phrase he had used, Animo was inclined to think it was the latter.

“Uhhh, you didn’t see anything?” the boy tried but quickly caved under Animo’s skeptical look, “Please, don’t tell anyone!”

“I won’t. I understand the need to keep abilities like yours under wraps,” Animo reassured. “Although I _would_ appreciate an explanation.”

He knew that rare mutations that granted superhuman powers existed, but judging by what little he saw of the boy’s transformation, there seemed to be some kind of technology involved. There had to be some truly fascinating story behind it.

“Um, okay,” the kid agreed. “But first I wanna know what’s going on here.”

“A story for a story then. Very well. I am Dr. Aloysius Animo–”

“Nice name,” the kid snickered.

Animo gave him a mild glare. He had already heard every joke imaginable about his name back in college, thank you very much.

“…Okay, shutting up now,” the boy mumbled awkwardly.

“I used to be a geneticist, working on things like improving livestock and trying to bring back extinct and endangered species,” Animo continued. He pointed at his helmet, “My Transmodulator is the culmination of this research. But the prototype I had before, while far more unwieldy, still managed to attract the attention of the government, although they were far more interested in its military applications.”

“And that’s who those guys chasing you are, right? Some kind of secret agents?”

Animo nodded, “The man who has tried to shoot us is Robert Thompson. He is the one who has approached me back then, offering me more money than I could earn in my entire lifetime. But I knew that this technology is too dangerous in the wrong hands, even if I realized it a little too late. That’s why I refused to hand it over.”

The boy winced slightly, “And then he tried to kill you.”

“Oh no, that came later. First he had me fired from my job, then evicted from my apartment, then my bank account was frozen… I knew that if I kept refusing him, things would only keep escalating, so I destroyed the prototype, took all my research notes, and ran away. I have been dodging Thompson for a while, using that time to prepare for the inevitable confrontation, which is what you have witnessed. Thank you for your help back there, I truly appreciate it.”

The kid smiled at him, “Well, that’s what heroes do, right? …So, what are you gonna do now?”

He shrugged, “Try to escape this city and find a new place to hide. But enough about me! Tell me about your abilities.”

The kid held out his left arm, showing the strange bracelet around his wrist. “My grandpa, my stupid cousin, and I were camping in the woods when an alien space pod fell from the sky. This weird watch thing was inside. It jumped on my wrist and now I can’t get it off. But it’s totally cool! With it I can transform into ten different aliens!”

Animo grabbed his arm, almost knocking the boy off his feet in his hurry to examine the device. “Fascinating! Different kinds of alien DNA, all inside this singular contraption! Is it even DNA? Perhaps, it’s RNA or something entirely different! Oh, what I wouldn’t give to have the time to study it and all its functions!”

The boy tugged his arm away, “Well, you don’t _have_ that time! I’m not gonna just sit here and be bored while you mess around with the watch. And anyway, weren’t you gonna try and get out of the city?”

Animo nodded, “Yes, you are correct, of course… I apologize. Sometimes I get too far ahead of myself. Also, I don’t believe I got your name?”

“Ben.”

“Well then, thank you again for your assistance, Ben, but I really should be going. A word of advice though: keep that thing on your wrist well-hidden. There are plenty of people who would love nothing more than to weaponize it. You will not know a moment of peace if your identity is ever revealed.”

Unfortunately, they weren’t going to get any peace now either. The sound of a helicopter and several cars approaching the warehouse made them both stiffen.

“Oh, no… They have found us already!” Animo swallowed nervously. “I don’t think a single rat will be enough to deal with them.”

“Don’t worry,” Ben said and twisted the dial of his watch. “XLR8 can get us out of here in no time!”

In a flash of green light, he was transformed into a pale crystalline humanoid.

“…Diamondhead? Oooookay. Not what I was going for, but this works too.”

He turned towards the door of the warehouse and raised his hands, reshaping them into blades.

Animo grabbed one of the spikes growing from his shoulder blades, “What do you think you are doing?!”

“I’ll distract them so you can get away. There should be a backdoor here somewhere.”

“No! I forbid it!”

“You and what army?” Ben smirked and ran outside before Animo could make any further protests.

* * *

With Ben’s trail gone cold, Max had to follow the black vans that had been chasing after the giant rats. He tried not to attract their attention since there were too many unknowns in this strange situation for his liking, but that train of thought went right out the window when he saw Ben rampaging through the SUVs.

“What the heck is he doing?! Why is he attacking these guys?” Gwen exclaimed.

Max frowned, “I don’t know… But I intend to find out.”

* * *

Ben sliced through the cars, tearing up their metal like tissue paper. The soldiers kept shooting, trying to stop him, but the bullets simply bounced off his diamond skin. Regular humans, even armed ones, were no match for the crystalline alien.

Unfortunately, the soldiers didn’t get the memo. They kept firing at him, trying to find a weak spot.

Until one of them did.

It felt like a white-hot knife stabbed him through the heart. Currents of energy surged through his body and Ben screamed in pain, falling to his knees. Darkness crept into the edges of his vision, but from the corner of his eye he saw the bullet lodged into the hourglass symbol on his chest.

The last thing he saw before he lost consciousness was the bland-looking man approaching him with a sadistic smile.

“Well-well-well, would you look at that… Another of Animo’s monsters. I hope you can talk too: there are so many questions I want to ask you… Before I cut you apart piece by piece.”

* * *

Gwen and her grandfather watched from a safe distance as Ben’s unconscious body was loaded into a van.

“What do we do?” Gwen whispered. “We gotta help him somehow!”

“We have to find where they are taking him and wait for a good moment to sneak him out,” Grandpa Max said.

“Maybe we should create some sort of distraction–” she started to say when a giant monstrous pigeon dove from the sky.

The mutant bird ripped into one of the vans with its massive talons. Then more pigeons appeared and on the back of one was the same strange man that began this entire ordeal.

“ _This_ army!” he yelled. “Fly, my pretties!”

One of the giant birds crushed the tail of the helicopter with its powerful beak and sent it spiraling down in flames, the pilots barely managing to jump out before it crashed into the warehouse. The others attacked the people on the ground, who met them with a hail of bullets.

The first pigeon finally tore off the roof of the van and reached inside with one clawed foot. It pulled out Ben’s unconscious body, stretched its wings, and rose into the sky.

Gwen stared blankly into the distance. “…Did that doofus just get kidnapped _again_?”

* * *

Ben groaned and woke up. The pain was thankfully gone but he still felt groggy. He opened his eyes and found himself staring into the sky.

Orange, sunset sky.

How long had he been asleep? Why was he lying on a roof somewhere? And why was he still Diamondhead?! He struggled to sit up but the sharp pain in his chest forced him back down.

“Don’t try to move, Ben,” the now-familiar voice of Dr. Animo said. “There was a bullet in that watch of yours. I pulled it out but that dial still doesn’t look good.”

Ben carefully angled his head and looked down. He winced at the sight of the bullet hole right in the middle of the dial that exposed its inner circuitry. The hourglass icon was no longer green, it wasn’t even red: it was completely grey. It looked… lifeless.

Was his watch really broken? For good? …Was he going to stay in this form for the rest of his life?

“It is truly an amazing device,” Animo said, interrupting his thoughts. “It appears to be in a self-repair mode of sorts.”

“Self-repair?” Ben repeated, now hopeful. “The watch can fix itself?”

Animo nodded. “The hole has been getting visibly smaller. One can assume, you will return to normal once the damage is fixed, although I’m not sure whether you will be able to transform immediately afterwards.”

Ben breathed out a sigh of relief. If he never returned to human form, he’d rather it happened on his own terms and not because some jerk with a gun broke his watch.

“So, can you tell me what happened back there?”

Animo grinned, “Pigeons! Lovely birds, live everywhere. And a few just so happened to get into the range of my Transmodulator.”

“Heh, nice. But why didn’t you escape?”

The scientist frowned, “And leave you in Thompson’s hands?”

Ben winced, remembering the sadistic glee in that man’s voice, “Yeah, okay. Good point. Um, thanks.”

Animo waved him off, “I’m fairly sure that you would’ve done the same. Though I still want it on the record that I highly dislike your habit of risking your life.”

Ben was too tired to argue, though he could kinda see where Animo was coming from. He didn’t like seeing people in danger either.

“Where are we?” he asked instead.

“Near the Smithsonian,” Animo replied.

Wasn’t that the name of the museum that Gwen wanted to go to? “…Why?”

The scientist grinned and tapped the edge of his ridiculous but effective helmet, “I wanted to get a DNA sample.”

Ben groaned, “Please, tell me you didn’t go into that museum! Aren’t there cameras everywhere or something?”

“Of course, I didn’t!” Animo scoffed. He put his hand into the pocket of his vest and pulled out a rat. “My little friend here brought me what I needed.”

“…Right. So what do we do now?”

Animo frowned in thought. “I would suggest flying away on another pigeon but I fear Thompson would notice and either attack us again or track our movements. More than enough time has passed for him to call in reinforcements. Normally I would’ve assumed that he wouldn’t be allowed to bring so much firepower into a highly populated city, but considering what has already happened…”

Ben sat up with some effort. This time it didn’t hurt as much, though his chest still ached. “Yeah, that guy is nuts. Looks like I need to make another distraction.”

“You’ve done enough, Ben. Please, don’t make your injury worse.”

“ _I_ wasn’t hurt,” Ben protested. “Just this stupid watch.”

“A watch that somehow relocated from your wrist to your chest? Judging by the depth of that bullet hole, the dial isn’t merely _glued on_. It has to be integrated into your biology,”

Ben felt a little nauseous remembering how the watch sank into his flesh whenever he transformed. “You mean, it’s _inside_ me?! H-how deep does it go?”

“A few millimeters at least. I am hardly an expert on alien watches.”

Ben sighed in relief, “Oh, that’s all? I’ve had papercuts deeper than that.”

Animo looked unconvinced but he let the matter drop. “I remember you saying that you were here with your cousin and grandfather, correct?”

Ben grimaced, “Do we _have_ to involve them?”

Animo gave him a chiding look, “It’s been several hours. They must be worried about you.”

“Yeah, right…”

“Nevertheless, we must make contact, if only to coordinate our further movements.”

Ben scratched the back of his head, “Ummm… How?”

“Well, does either of them have a cell phone?”

* * *

Gwen and Grandpa Max were starting to get a little desperate. The pigeons were too fast to follow and now they had no idea where Ben had been taken to. They could do nothing but drive aimlessly around the city hoping to stumble onto the trail of mutated animals.

“I wonder who that guy is,” Gwen muttered. She tried to search the internet, but there really wasn’t much she could do when she didn’t even know his name. “And why did he take Ben?”

“He must be some kind of a biologist,” Grandpa Max said.

Gwen scoffed, “More like a mad scientist.”

“Mad scientist biologist,” Grandpa Max compromised with a brief smile. His expression turned serious. “Ben was an alien at the time. He probably wanted to study him.”

Gwen shuddered, “Study? You mean, _dissect_ him?”

“…Let’s hope not.”

Gwen nearly jumped out of her skin when her phone vibrated in her pocket. She quickly pulled it out and stared at the number.

“Who is it, Gwen?” her grandfather asked.

“I don’t know.” She accepted the call and pressed the phone to her ear, “Hello?”

“Hey, dweeb!” Diamondhead’s voice yelled.

“Ben! Are you okay? Please, tell me that weird guy hasn’t tried to dissect you!”

There was a very long and very telling silence on the other side of the line.

“Uh… That depends on which weird guy you mean,” Ben finally said.

“Ben!”

“Listen, just come to the national history museum and I’ll explain everything.”

“You better!” Gwen snapped. “Do you have any idea how worried we were? We were looking for you all over the city!”

“You– you were?”

Gwen frowned. What the heck was _that_ supposed to mean?

Grandpa Max stretched out his hand, “Gwen, give me the phone, please.”

* * *

“Ugh. So many questions…” Ben complained, passing the burner phone back to Animo. Grandpa Max asked the same things that Gwen did, forcing Ben to repeat himself.

“They were worried,” Animo said. “It’s a perfectly understandable reaction.”

Ben didn’t reply. Instead he walked towards the edge of the roof and started to climb down the fire escape. Animo followed after him, the dark shadows of the setting sun obscuring them from view.

They settled in a small, empty alley and waited for Gwen and Grandpa Max to arrive. Ben sat on the ground, his crystal body fairly comfortable even on the cold stone. Animo leaned against the wall instead. He took his helmet off and was checking the horns.

“Any problems with that thing, Doc?” Ben asked.

Animo shook his head, “Thankfully, no. But it’s been quite a day and the antennas are rather delicate. It’s better to be safe than sorry.”

Ben sighed and looked up at the steadily darkening sky, “Yeah… You never know when your life is gonna turn all weird.”

They passed the time with idle conversation and soon enough the familiar RV stopped at the end of the alley. The door opened and Gwen jumped out, followed by Grandpa Max.

Ben stood up and waved his hand in a slightly awkward greeting, “Hey, guys…”

“You jerk!” Gwen shrieked. She ran up to him and kicked him in the shin, which Ben didn’t even feel. “Just what the heck do you think you were doing?!” Then she noticed Animo and gasped, “You! You’re the pigeon guy!”

Grandpa Max scowled at the scientist, “Who are you and why did you attack my grandson?”

Ben quickly moved to stand between them, “Whoa, calm down! Animo is a good guy! He was saving me back there!”

Grandpa Max gave Animo a narrow-eyed look then turned to Ben, “And the others? Those people you were attacking?”

Ben waved his hand dismissively, “Just some government spooks that were chasing after Doc.”

“You fought government agents?!” Grandpa Max shouted. “Are you insane?!” He pointed at Animo, “You have no idea what this man has done! Don’t you think that maybe they had a good reason for chasing him?! Or are you going to ignore the law just because you want to play hero?!”

“ _What_ law?!” Ben yelled back. “Is there one that lets them shoot a _rocket launcher_ in the middle of a street?! Or try to dissect me?! Maybe I don’t know much about Animo, but I sure as heck can recognize a bad guy and it’s certainly not him!”

“Ben–!” his grandfather started to argue. Then he faltered and his shoulders slumped. “…Very well. You know more about this situation than I do and if those agents have really gone rogue like you say, I will trust your judgement.”

“I didn’t say– Oh, whatever. Let’s just go back to the whole ‘running from the creeps with guns’ kinda thing.”

“By the way, why isn’t your watch timing out?” Gwen asked.

Ben carefully poked the still grey dial, “One of those jerks shot it. Until it repairs itself, I’m stuck like this.”

“How long is it gonna take?”

Ben shrugged, “Who knows? But we gotta get out of the city while I still have my superpowers. Doc thinks that when I turn back, the watch might need more time to recharge than normal.”

His grandfather frowned, “Easier said than done, Ben. While we were looking for you, we saw the main roads being blocked off. Every car is searched on the way out of the city.”

“Okay,” Ben nodded. “Then I go with Animo while you two leave normally.”

“No way!” Gwen yelped. “You’ll just get into more trouble without us!” She turned to their grandfather, “Tell him, grandpa!”

Grandpa Max rubbed his chin in thought, “The idea does have merit. But how are you two going to get out?”

Animo smirked and pulled something tiny out of his pocket: the DNA sample he had been talking about. “Actually, I might have an idea about that.”

* * *

Thompson was in a foul mood. Not only had he lost Animo, but that diamond creature and the blue reptile had escaped as well. Damn it all… He was fully aware that he was already on thin ice with his superiors. They weren’t happy about the lack of results in his search for Animo or the amount of resources he had poured into it.

This was his last chance to redeem himself.

That was why when he had finally tracked down the scientist, Thompson _might_ have overstepped his bounds a little and brought in more soldiers and firepower than he was authorized to into a location full of civilians. But it didn’t matter. If– _when_ he captured Animo, or at least took that device of his, all would be forgiven: this technology was well-worth the money needed to shut up any complainers.

Luckily, Animo and those monsters couldn’t have left the city without him knowing, so he still had a chance to catch them.

Thompson was pacing up and down one of the barricades when he heard a loud roar pierce the air. The ground trembled as a massive feathered T-Rex stomped down the street, a horde of mutated animals following in its wake: mice, rats, even one hamster. The tidal wave of unnatural animals swept the soldiers away, their handguns useless against the mutated horde. But after his encounter with the giant birds, Thompson had prepared heavier weaponry.

The T-Rex stomped around, smashing vehicles and tearing apart the barricade. The other animals were attacking the soldiers but Thompson noted with satisfaction that his troops were actually able to kill some of the mutated creatures. This time they were going to win. Animo and those monsters of his would be in his grasp soon!

Then his eyes widened as the realization hit. Neither the strange creatures nor Dr. Animo were anywhere in sight. This was just a distraction!

His radio crackled to life. “Sir, this is Team Delta! A flock of giant birds is attacking our position!”

Thompson cursed. “Is Animo there?”

“Sir, I can’t– Sir! Two birds are flying away without engaging!”

“Call in the air support! Don’t let them escape!”

It had to be them. It had to!

* * *

Ben cackled in glee as he walked down the sewer, “Two distractions? Man, that’s pretty smart!”

Animo gave him a smug grin, “Well, I have been referred to as slightly above average in intelligence before.”

“Dude! You’re a super-smart, totally awesome scientist guy!” Ben paused for a moment then added, “…With a really stupid helmet.”

Animo shrugged, “Function over form.”

“Like that T-Rex? I mean, what’s with all the feathers? Was it ‘cuz you made it from a parakeet?”

“Projecting that DNA on a reptile might’ve made it more conventional-looking, but recent research suggests that at least some species of dinosaurs had feathers.”

Ben would’ve wrinkled his nose if he still had it as Diamondhead. “That sounds so weird.”

“At any rate, I don’t think it matters whether my T-Rex has feathers or not. As long as it can keep Thompson occupied…”

“I’d love to see his face when he realizes that we weren’t flying on those pigeons!” Ben laughed.

Animo sighed, “I’d settle for never seeing him again, thank you very much.”

The sewer eventually led them into the woods outside the city.

“Are you sure you’re gonna be alright, Doc?” Ben asked. “I don’t think that creepy guy is gonna stop hunting you."

Animo shrugged, “It will still take him some time to find me again. This is a big country. As long as I keep my head down, I will be just another face in the crowd.”

He took his pet rat out of his vest pocket. His helmet glowed and the animal grew in size.

Ben awkwardly scuffed the ground with his foot, “So, I guess this is a goodbye?” 

Animo nodded, “Yes, though before I go, I have one request.”

“Uh, sure. What is it?”

“May I have a sample of your alien DNA?” he asked excitedly. “If a crystalline lifeform like this even _has_ DNA! Is it silicon-based? Then its genetic code must be stored in a non-nucleotide–”

Ben hastily raised his hands, “Okay, okay, you can have it! Just… less words, _please_.”

The scientist smiled sheepishly, “…Ah. I am getting ahead of myself again.”

Ben smiled back and grew a small crystal in his hand, “A little bit. Here’s your sample.”

The scientist took the crystal and beckoned the rat closer, “Thank you, Ben. I hope someday we will meet again under better circumstances. Farewell.”

* * *

Getting out of the city took some time, but eventually they did it. After all, Max was just a harmless old man on a roadtrip with his granddaughter. The soldiers searching the RV hadn’t found anything suspicious (not that they were trying particularly hard, especially when Animo had been all but confirmed to have escaped) and he quickly drove to the forest they had agreed to meet in.

Much to his relief, Ben was waiting there, safe and sound and back to human form.

“I take it, everything went well?” Max asked.

Ben nodded and climbed into the RV. “Yeah. The distractions worked, so we just walked out of there and Animo left on a giant rat. And my watch fixed itself, so I’m me again."

Max smiled, “I’m glad you’re alright. Now, this was a rather exciting day, so you should get some rest.”

“Rest actually sounds good,” Ben admitted. “Good night, grandpa.”

“For once, he is right,” Gwen agreed. “Good night.”

Max smiled softly, “Good night, kids.”

He drove the Rustbucket down the dark roads beneath the night sky and chanced a glance at the stars above. The ghosts of his past came alive in his mind but he forcefully shook his head, banishing the memories. The past was in the past. It didn’t matter who he used to be: in the here and now, he was just an old man trying to keep his grandchildren safe.

* * *

In the spaceship hovering over the planet, the repair work was still underway. Drones crawled over the hull, patching up the damage. Inside the infirmary, the second in command was reporting the latest sightings of the person wielding the Omnitrix to his heavily injured captain. The news footage his science officer intercepted from the planet depicted a chaotic chase involving a Kineceleran, who had the unmistakable symbol of the Omnitrix on their chest, and a battle with mutated animals.

“We still don’t know anything about the host,” Kraab reported. “However, we haven’t detected any transmissions from this planet strong enough to reach the Plumber sector. Thus, most likely, the current wielder of the Omnitrix is merely a human who had the misfortune to accidentally stumble across it.”

“Then, perhaps, we are in luck. Continue to observe but do not attempt to confront them,” Vilgax ordered. “Until _Chimerian Hammer_ is fully operational, we must lay low. This sector of space is relatively safe… and I can only hope that it will remain this way.”

**Notes for the Chapter:**

> DNA isn’t just shorthand for biological information storage, it’s a specific compound. Deoxyribonucleic acid. So here’s the question: would aliens like Diamondhead, Heatblast, or Clockwork even _have_ DNA when they don’t even look like protein-based lifeforms? Although everyone does refer to the samples inside the Omnitrix as DNA, so for the sake of my sanity I’ll just go along with it.


	3. The Krakken

A loud shriek echoed above the still water of the great lake. Tourists and fishermen everywhere raised their heads and looked around, searching for its source but unable to find it.

Ben Tennyson was a hero. He could fight alien robots, walk into burning buildings without flinching, and take down creepy government agents. But there were things in this world that horrified even him.

He shrieked again then grabbed the bucket full of writhing worms that Grandpa Max had suggested as lunch and ran down the pier, hurrying to get out of sight and dump its slimy contents into the lake. Before he could though, he slipped on the wet planks. The bucket flew out of his hands and Ben gracelessly sprawled down.

“You alright, kid?” somebody asked.

Ben rolled onto his back and looked up at the dark-skinned bearded man standing above him. “Peachy.”

The man offered him a hand, helping him stand up. Then he walked towards the bucket that by some miracle hadn’t spilled its contents. “You should be careful: this pier can be pretty slippery.”

As an immediate demonstration, the man slipped and fell down with a yelp. His flailing knocked over the bucket and the worms fell into the lake. Now it was Ben’s turn to help him stand up.

“…Right. Practice what you preach,” the man groaned as he climbed back to his feet and picked up the now empty bucket. “The fish are gonna have a field day with so much food. Sorry I spilled all your fish bait. I’ll pay you back.”

Ben felt his eye twitch. “Fish bait? Fish bait?! It wasn’t _fish bait_ , it was our lunch! Grandpa was gonna make _us_ eat it!”

The man’s expression was somewhere between amused, disbelieving, and vaguely horrified, “Your grandfather has some strange tastes.”

“Mealworms. Sheep tongue. Octopus. And now this?! I want a cheeseburger!”

“Octopus is pretty good, actually. So is the tongue,” the man shrugged. “But I agree with you on worms. I draw the line at eating insects.”

Ben narrowed his eyes, “So you’re not _totally_ gross. I can work with that. Say… Do you know where I can find some real food around here?”

“Not unless you want to fish.”

“Ugh. This roadtrip started only a few days ago and I’m already starving to death!”

The man laughed, “You’re a funny kid. Alright, since I owe you one, how about this? You grab your family, I bring my team, and we all have lunch together. _Normal_ lunch with people food.”

“What’s the catch?”

“The catch is, we’re all a bunch of nerds and we’re gonna talk your ears off about marine ecosystems and this lake in particular.”

Ben grinned, “Deal!”

* * *

“I didn’t know Ben was _this_ hungry,” Grandpa Max muttered, scratching his head in confusion. “But taking everything and running away? He really needs to learn how to share.”

Gwen tried to school her expression into something appropriately chagrinned but she was only human and the prospect of eating worms was absolutely disgusting. She laughed nervously, “Well, that’s the doofus for you.”

 _‘You go, Ben!’_ she thought inwardly. She’d rather starve than deal with her grandfather’s ideas of food.

“Hello. Are you Ben’s family?” somebody said.

Gwen turned around to see a man in a blue uniform who was standing on the pier with Ben at his side and their (thankfully, empty) bucket in his hands.

Her grandfather sighed, “What did he do this time?”

The man smiled awkwardly, “Actually, it’s not what he did, it’s what I did. I accidentally spilled all your fish bait into the water. I’m really sorry.”

Grandpa Max sighed again and took the bucket, “It’s alright. Accidents happen. But this wasn’t bait, it was our lunch.”

The man’s smile withered half-way into a grimace, “Riiiiight…”

“Told you,” Ben whispered.

The man clapped his hands, “Well, since it’s my fault and all, how about you join my team and I for lunch?”

“Yes, please!” Gwen immediately chirped. Success! They weren’t going to starve today!

Grandpa Max frowned, “I don’t know…”

Gwen clasped her hands together and gave him her best puppy eyes expression.

Her grandfather quickly caved, “Oh, alright. Thank you, Mr. …?”

The man offered a handshake, “Jonah Melville. Nice to meet you.”

* * *

Jonah led them to his boat docked at the pier and introduced his friends and teammates, Jack and Duane.

“We all met in college,” he explained as he riffled through the crates for food. “I majored in marine biology, but Duane here was more interested in environmental issues.”

“Conservation, mostly,” the heavy-set African-American explained. “You wouldn’t believe how quickly a species can be brought to extinction. It’s a little depressing, but we do what we can to prevent it.”

“And I went into electrical engineering,” Jack, the blond man with a buzz cut, added. “I’m more of a tech guy here. But considering how much time I spend with these two, I can probably write a dissertation on environmental effects of industrial overfishing and pollution on marine wildlife.”

“After we graduated, we kinda stuck together,” Jonah continued. “Even founded our own organization!”

“F.O.F.?” Grandpa Max read aloud from the logo on their boat. “What does it stand for?”

“Friends of Fish. Wanna join? We have matching uniforms and everything.”

Duane snorted, “Don’t listen to that braggart. This organization doesn’t exist.”

“It does!” Jonah protested. Then his face fell, “Just… not officially. I still haven’t managed to get all the paperwork in order. You have no idea how much bureaucracy is involved in creating NGOs.”

“And here we go again…” Jack rolled his eyes and stage-whispered, “He never stops complaining about paperwork.”

“Well, if _some people_ actually helped me with it…” Jonah grumbled with a glare at his friends. Then in a more normal voice he added, “I have also found our lunch. What was our ice box even doing in that crate?”

Duane rubbed his hands together, “Don’t know, don’t care. Take the food out already.”

Jonah happily obliged and opened the ice box, starting to hand out the sandwiches. The next several minutes were quiet as everyone was too busy chewing to speak.

“So, what are you guys doing here?” Gwen asked after practically inhaling the ham-and-cheese goodness. “Are you gonna close this lake from fishing or something?”

Jonah shook his head, “We don’t have the authority for it. And a few people catching fish when the season is open isn’t going to hurt the ecosystem. It’s industrial overfishing that’s the problem. No, we’re here for a… kind of a weird reason, to be honest. Officially, we’re studying the ecosystem of this lake. Unofficially, we are following the rumors of a lake monster, the so-called Krakken.”

“The lake monster?” Ben gasped. “That’s so cool!”

Grandpa Max looked skeptical, “There is a lot of wild stories in the world. Doesn’t mean all of them are true.”

Ben rolled his eyes, “Oh, sure, a lake monster is sooooo unrealistic…” He turned his left arm, showing the dial of the alien watch, “It’s not like anything _strange_ ever happened to us.”

Gwen wrinkled her nose, “I still wanna see some proof before we go monster-hunting.”

Jonah shrugged, “Those who say that we know everything about our planet are lying through their teeth. Ninety-nine percent of the ocean is completely unexplored. And this particular lake is… strange. There is plenty of fish here but no predators whatsoever. And yet, their population and behavior stays within the standard range for prey species, which human fishing doesn’t entirely account for.”

Seeing their glassy-eyed expressions, Jack snickered, “Translating from nerd-speak: as far as we can tell, nothing is hunting the fish here. But the fish behaves like something _is_ hunting it. So either the fish here is _extremely_ weird–”

“–Or something _is_ hunting it and we just don’t know what it is!” Ben realized. He laughed, “See? The lake monster is totally real! Science says so!”

Gwen slowly nodded, “I see… that you’re turning into a nerd! Gee, Ben, after all the times you laughed at me for it, I guess we’re not so different… Except I’m actually smart and you’re a dork.”

Ben scowled, “You’re a dweeb who likes doing _homework!_ I like cool stuff. Aliens are cool, giant mutant rats are cool, and lake monsters are cool! And I’m totally gonna find one!”

“Or it can find _us_!” Duane cried. “Look!”

Far in the distance but approaching quickly was a large shark-like fin. It sank back into the water, the shadow of something enormous heading towards the docks. Then a massive beast erupted from beneath the surface of the lake, the fin nothing but the very top of its head.

It roared, two thick tentacles around its snout writhing wildly, and shattered the docks with a single swipe of its webbed hand. The boats around it swayed and tilted, some capsizing, and people were thrown into the water, the beast towering over them all.

Somebody had to save them.

Ben didn’t hesitate for a second. He twisted the dial of his watch and jumped overboard, transforming mid-air. His legs fused together into a sharpened tail and four new limbs burst from his sides. Jagged translucent wings grew from his shoulder blades and four flexible eyestalks extended from his face.

With his transformation into insectoid Stinkfly complete, Ben flew towards the people who were desperately trying to escape the Krakken. He grabbed a young woman moments before the monster’s teeth closed around her, then ducked under its webbed arm and caught a small boy who looked even younger than him with his spindly legs.

The monster roared and lashed out with its tentacles, forcing him to dodge.

“Hope you’re not airsick!” Ben called to his passengers.

“Who cares if I am?!” the woman screeched. “Duck!”

Ben dove down just in time to avoid a maw full of teeth. The boy and the woman screamed as they flew so close to the monster, they almost touched its scales. Ben twisted his eyestalks around and splattered its face with slime, blocking its sight and distracting it long enough for him to carry his passengers to the shore.

“Thank you for flying Stinkfly airlines,” Ben quipped, putting them down. “We smell because we care.”

“Thanks, whoever the hell you are,” the woman said, staring at him with too-wide eyes.

The boy snickered, “You said a bad word!”

“…I’m gonna say even more bad words, so you better close your ears, kid.”

Ben didn’t get to hear her swearing: there were more people needing his help. He hurried to carry them all to safety while the Krakken was busy gnawing on one of the overturned boats. Then the beast roared again and hurled it away. It dove underwater and swam after one of the few boats still capable of moving.

Wings beating as fast as possible, Ben raced after it.

The boat was fast, much faster than its small size and weathered hull suggested, but the monster was faster still. It quickly overtook the boat and burst out right in front of it. The boat took a sharp turn and raced away. The monster dove down and the massive wave it created splashed across the boat, nearly overturning it. Then the Krakken resurfaced and grabbed one of the crates from the deck with its webbed hands.

A man ran out of the cabin and grabbed the crate, trying to stop the beast from taking it, but it simply raised its hands, leaving the man hanging on for dear life. His fingers slipped and he fell down, but Ben managed to catch him before he hit the deck.

“Put me down, beast!” the man growled and rushed towards the harpoon gun installed at the bow of his boat. “Nobody makes a fool of Captain Gregory Shaw!”

He took aim but the monster had already dived back underwater, taking the crate with it.

“The next time you’re in my sights, you won’t be so lucky!” the man yelled, shaking his fist at it.

“Gee, what was in that crate that you would risk your life for it?” Ben wondered.

The man turned the harpoon gun around and pointed it at him. “A filthy beast has no right to question me!”

Ben scowled and spat stinky slime at the ungrateful man. Then he rose into the air and headed back towards the docks.

“Thank you for your help, Stinkfly. How nice of you to stop me from going splat, Stinkfly!” Ben grumbled. “What a jerk! And what is he a captain of anyway? That hunk of junk? Psh! Jonah’s boat is way nicer than his!”

At least the other people he saved were actually thankful for his efforts. It was nice to feel appreciated.

As Ben flew towards the F.O.F. boat, the hourglass symbol on his forehead started to beep and flash red. He yelped and quickly dove down, landing on the deck a mere second before being forced back into human form. Hoping no one had noticed his transformation, Ben carefully tip-toed around the cabin.

“Ben, are you alright?” Grandpa Max asked. “We were worried that you fell overboard.”

“I’m fine, I just got seasick,” Ben replied, glad that no one who wasn’t already in the know had seen him. “What about you?”

“We were thrown around a little and some crates were knocked loose but that’s about it.”

“And a couple of bruises are so worth it to see the Krakken in action!” Jonah laughed, rubbing the back of his head. “Have you seen that animal? What an amazing specimen! Can you imagine how many papers we can write about it?”

The man paused and lowered his hand. His smile dimmed as he looked at it.

“Uh, guys?” he called and showed his bright red palm. “…I think I’m bleeding.”

Duane cursed and ran towards his friend, forcing him to sit down with his back to the wall of the cabin. “Jack, get the first aid kit!”

“I barely even felt it,” Jonah muttered as his friend gently turned his face towards the sun.

“Pupils are reacting to light,” Duane said. “Do you feel any nausea? Dizziness?”

Jonah scowled at him, “I’m fine. I think I’d notice if I had a concussion.”

Jack appeared out of the cabin with a first aid kit in hand. He took out a bottle of alcohol, wet a tissue with it, carefully wiped the blood around the injury. “Doesn’t look like you’ll need stitches. No swelling either.”

“Told you I’m fine,” Jonah said and tried to stand up.

Duane pushed him down, “Sit down, will you? It’s not every day you get attacked by a lake monster.”

“The Krakken wasn’t attacking _us_ ,” Jonah corrected then frowned, “Why was it attacking at all? This animal has been living here for decades, yet all the sightings have been just that: sightings. It’s never attacked humans before, so why would it do so now? It can’t be territory or food-related: people have been using this lake for fishing just as long.”

“It could be sick or injured,” Duane offered. “Maybe it’s just lashing out in pain.”

“Could be, but I doubt it. I think it’s far more likely that something – or _someone_ – has agitated it.”

“…Well, if you’re already talking science, you’ll be fine,” Jack concluded and closed the med-kit.

“Which is exactly what I’ve been telling you!” Jonah hissed. He turned to his guests and smiled apologetically, “Sorry. I swear, if I knew it was going to turn out like this…”

Grandpa Max waved him off, “It’s not your fault. And we would’ve been caught in the crossfire anyway. But if you’re really alright, we should probably go. This is a bit too much excitement for the day.”

“I hear you there. See you around.”

As the Tennysons headed back to their RV, Ben frowned, staring silently at the currently red dial of his watch.

Grandpa Max raised an eyebrow, “What are you thinking about, Ben?”

“I think Jonah is right. Somebody ticked off the Krakken and I think it was that guy, Greg Shaw or whatever his name is. The monster was going after his boat.”

“But what could he have possibly done to get on the bad side of a lake monster?” Gwen wondered. “Who’s he anyway?”

Ben narrowed his eyes as his watch beeped and changed its color to green, “That’s what I’m gonna find out.”

Before his cousin or grandfather could protest, he hurried back towards the docks.

* * *

Grey Matter was all kinds of uncool (Ben was already small as a human, he didn’t like being even smaller), but the alien had its uses. Case in point: the diminutive frog-like humanoid could easily sneak on board and hide between the crates on the deck of one particular boat.

Ben stayed still and silent as the engine rumbled to life. Hidden under a tarp, he couldn’t see what was happening outside or where they were going, but he could feel it when the boat finally stopped. He heard the sound of footsteps and dared to peek outside. He stared at Shaw’s back for a few seconds before the man jumped into the water. His watch chose that exact moment to run out of charge and with a beeping noise and a flash of red Ben was back to human form.

“Um… thanks for waiting until that guy left?” Ben said unsurely. He felt a little silly talking to his watch, but who knew? Maybe it could actually understand him.

Ben carefully pulled off the tarp and stood up. Time to see what that jerk was hiding there.

He poked his head into the cabin and looked curiously at the equipment inside. He wasn’t sure what exactly all those screens and buttons were for, but they seemed more expensive than the rest of the boat combined. Unfortunately, that still didn’t tell him what exactly Shaw was doing here. Ben circled the deck but there wasn’t anything interesting there either, just wooden crates stacked together. He wondered what was inside them but they were closed tightly and he couldn’t see anything through the cracks.

And then he saw a hand grab the side of the boat.

Before Shaw climbed aboard and noticed him, Ben quickly crawled back under the tarp. He tried to stay perfectly still: he didn’t want to be discovered. Ben listened to Shaw’s wet footsteps, having no idea what the man was doing. Then the engine rumbled to life and the boat started to move again.

Ben glanced nervously at his watch. He would’ve felt much better if he was able to transform again and wasn’t instead stuck as his scrawny ten-year-old human self. That desire became even stronger when he heard the unmistakable roar of the Krakken.

 _‘Come on, recharge already!’_ Ben thought desperately when the boat rocked, no doubt from the Krakken’s attack.

A loud explosion followed and his eyes widened. It seemed like Shaw was using something a bit more dangerous than his harpoon gun. And yet, the creature kept attacking. Why? What could’ve happened to make it so angry?

Something bumped into him through the tarp and Ben nearly screamed, afraid that he had been discovered. He waited for nearly a minute, counting seconds in his head, but nothing happened and he dared to peek out.

He stared at the two ugly pink, veiny spheres, and then he understood.

“Oh no…” he whispered. So that was why the Krakken kept pursuing them: Shaw stole its eggs.

Ben gulped nervously, staring at the two large spheres. The net loosely tied around them had slackened and the eggs rolled slightly with every shift of the boat, bumping into him again.

Then a massive explosion rocked the boat and Ben cried as the deck lurched under his feet. He scrambled to find something to hold onto but the next explosion threw him overboard. He landed in the cold water of the lake and hurried to swim back to the surface. He flailed and gasped for air, feeling completely disoriented.

Ben looked wildly around, hoping Shaw hadn’t noticed him, but all he saw was the boat and the Krakken chasing it fading in the distance. Ben pulled up his left wrist and scowled at the still-red watch. Great. How was he supposed to catch up to them now?

The answer came in the form of his cousin and grandfather riding a small motorboat.

“Need a lift?” Grandpa Max smiled. He pulled Ben on board and wrapped a blanket around his shoulders.

“What are you guys doing here?” Ben asked incredulously. He shivered and pulled the blanket tighter around himself.

Gwen scowled, “Saving your scrawny butt, duh! How dare you ditch us?! We could’ve helped!” She huffed in irritation, “Stupid doofus… But speaking of help: I’ve ran a web-search, and I’m pretty sure I know who this Greg Shaw is. He’s a poacher who hunts rare animals and sells them to private collectors.”

“So _that’s_ how he could afford all that cool tech,” Ben realized. The guy didn’t _look_ rich, but he was probably just hiding it so he wouldn’t get noticed. “He stole the Krakken’s eggs, so of course she attacked him! We gotta take them back!”

Grandpa Max pressed his lips together in a clear expression of disapproval. “We have already called the police, Ben. You don’t have to be involved in this anymore.”

“It’s still gonna take a while for them to get here,” Gwen disagreed. “What if Shaw escapes or sells the eggs by that time?”

“Or hurts the Krakken? He was using explosives on her!” Ben jumped in. He just couldn’t understand his grandfather’s reluctance. They could help, so why shouldn’t they? He narrowed his eyes and raised his watch, “Once this thing recharges, I’m gonna go after Shaw anyway, with or without you.”

Grandpa Max gave them both a long, scrutinizing look and finally sighed, “Very well. We will follow his boat and make sure that Shaw doesn’t escape until the authorities arrive.”

* * *

As the small motorboat followed the poacher, Max quietly watched his grandson from the corner of his eye. He wished he never suggested this roadtrip. Why did that damnable watch had to land at their campsite in the first place? If not for that thing, Ben wouldn’t have been able to get into so much trouble. He wouldn’t have put his life at risk, wouldn’t have tried to take the law into his own hands…

What was Max even supposed to do? Ben was too stubborn and willful to listen to him, too curious to simply ignore the watch, and, he hated to admit, too powerful to stop. At least his heart was in the right place.

Until he found a way to remove the alien watch, Max could only follow in Ben’s wake and offer what help he could provide, so that at least he wouldn’t be alone.

* * *

“So that’s the place, huh?” Gwen muttered, looking up at the ramshackle wooden building. Shaw’s boat was docked at the small pier, so it had to be. Then her eyes widened and she pointed at the expensive car parked nearby, “Guys, look!”

“This must be the buyer,” Grandpa Max said with a frown.

“This guy sure works fast… But not as fast as XLR8!” Ben grinned and slammed his hand over the dial of his watch.

Blue scales covered his skin, the sides of his neck splitting open to form gills. His jaws widened, forming teeth that a shark would be jealous of, and an anglerfish lure stretched from his forehead.

“…Ripjaws? Really?” Ben grumbled.

“If you don’t get what you want, work with what you have,” Grandpa Max said. “And this form will help if the Krakken attacks again.”

Ben blinked and his already wide maw stretched into an even wider smile. “What do you mean ‘if’? Keep those guys busy: I’ll be back in a few!”

And with those words he jumped overboard.

“Ben, wait!” Gwen yelped. “We don’t read minds!”

Her grandfather smirked, “Don’t worry, kiddo, I think I know what he’s planning. Come on.”

He pulled a crowbar from under the seat of the motorboat and grabbed the ladder that went from the pier and down into the water.

“…Why do you have a–” Gwen started to ask, climbing after him.

“It always pays to be prepared.”

Once on the pier, they quickly and quietly snuck into the building, following the distant sound of voices within. They tip-toed down a long corridor and leaned around the corner to see two burly men looking like the most stereotypical thugs imaginable load the Krakken’s eggs into a glass container.

Another man, this one oily and unpleasant like a used-car salesman, was holding an open briefcase full of money towards Shaw. “As you can see, Mr– I mean, _Captain_ Shaw, everything is in order, including a five percent bonus for the speed of the acquisition. My client is very grateful for your efforts and wishes to continue our fruitful alliance.”

The poacher took the briefcase, “Tell him that as long as he keeps paying, I’ll bring him the devil himself.”

The salesman gave him a bland smile, “Perhaps later. It is very nice working with you, Captain Shaw. I will contact you over the usual channels.”

He waved off the thugs and they started to wheel away the container.

Grandpa Max raised his crowbar.

The moment those men turned the corner, he greeted one of them with a blow to the gut. The man doubled over with a strangled cry and Grandpa Max downed him with a haymaker.

“Intruders!” the other man yelled and reached for his gun but Gwen kicked him between the legs and he crumpled down.

Grandpa Max kicked him in the chin for good measure and raised his crowbar over the container with eggs.

“I wouldn’t do that if I were you. I would much prefer if the product was undamaged,” the bland, oily voice said.

Gwen paled, seeing a gun in the salesman’s hands. Shaw was right behind him, aiming a harpoon gun that looked just as deadly.

Grandpa Max pushed Gwen behind him and slowly backed away. Then a massive green tentacle burst through the wall, reducing it to wooden splinters, and swiped away the poacher and his client.

“Run!” Grandpa Max yelled, pushing her away, but the Krakken was faster. The huge beast shattered the floor under their feet and they fell into the lake below.

The thugs and the salesman flailed in the cold water, their waterlogged guns now useless, but Shaw was quick to find his equilibrium. The man snarled and aimed his harpoon gun at Grandpa Max only for Ben, still in the shape of Ripjaws, to dive out of the water and break it into pieces with his fangs.

“If you want to mess with a monster, you should expect it to bite,” Ben growled and punched the man in the face, knocking him out. Then he turned to the other three and gave them a shark-like grin, “Well?”

They gulped nervously and looked first at Ben then at the Krakken who was towering above them with her eggs in her arms. Then one by one they raised their hands.

“Um… We surrender?”

* * *

“Did you hear what happened last night? A poacher was caught!” Jonah announced in delight. “I don’t know the details but, apparently, this guy had been evading the authorities for ages, always giving them the slip, except this time someone delayed him long enough to get captured! Hah! Whoever this person or people were, they are the true heroes!”

Ben almost glowed under the praise, “Yeah, they sure did good, right? Anyway, how’s your head, dude?”

Jonah wrinkled his nose, “Don’t you dare start motherhenning me too, kid. I’m fine. Also, guess what else happened! The paperwork has finally gone through! Friends of Fish officially exist!” He took a cap with the F.O.F. logo from a bag slung over his shoulder and put it on Ben’s head. “Welcome to the club!”

Ben smiled, “Man, I wish I knew how fun real scientists are before now. Maybe then I wouldn’t be failing in school so much.”

Jonah snorted, “Lemme tell you a secret, kid: our education system sucks. Also, the teachers are aware of that and many hate their subjects. Or teaching. Or children. So if you really want to learn something, try to find someone who’s actually interested in the subject.”

“…Is this why my dweeby cousin likes doing homework?”

“No. Homework is evil and most likely, she’s only doing it so that her teachers and her parents don’t yell at her. _Nobody_ likes homework.”

Ben blinked at him owlishly, “You know, this makes a lot more sense.” He looked at where Jack and Duane were helping his grandfather pack. “Are you guys gonna leave too?”

Jonah shook his head, “Nope. We’re staying right here to study the Krakken. And speaking of: I’ve already started on the paperwork to declare it an endangered, most likely relict species. When all is said and done, this animal will be protected by the law.”

“Thanks, dude.”

“Just doing my job. Anyway, I brought you something for the road,” Jonah reached into his bag again and pulled out a transparent container with sandwiches inside. “People food!”

Ben grabbed the container with a grateful smile, “Thanks! Now we’re not gonna starve!”

Soon everything was loaded into the RV and they were ready to leave.

“Good luck with your research, guys!” Ben called, waving out the window.

The trio of scientists waved back. “You too! Hope the rest of your roadtrip won’t be as weird as this!”

Ben only laughed in response. For some reason, he doubted that was going to happen.

**Notes for the Chapter:**

> And here’s the first of the chapters that are purely my own work! Although to be fair, it’s kind of a filler-ish one. Also, I should probably mention that I know absolutely nothing about marine wildlife, non-government organizations, or endangered species, so handwave, handwave, and more handwave.


	4. Permanent Retirement

“Do you think grandpa finally took the hint?” Gwen asked between bites of ice cream. “We had burgers yesterday and ice cream today… Think he’s gonna give us real food from now on?”

Ben shrugged, busy with his own cold treat, “Dunno. But I’ll take whatever I can get.”

They were sitting on the steps of the Rustbucket, waiting for their grandfather to take some money from an ATM. They were in the middle of nowhere: just some tiny old gas station with an even tinier shop in it.

Ben watched an old, beaten pickup truck drive in and stutter to a halt near their RV. Two men climbed out of it and opened the hood, coughing at the cloud of dust and smoke that erupted from there.

“That done it,” one of them said morosely. “Ain’t going nowhere like this.”

The other man swore loudly. “Think someone can haul us? Promised my Ma I come see her today.”

“I’mma try. Go buy gas, we ain’t got much.”

He nodded and walked into the shop. The first man propped the hood open and climbed back into the truck, searching for tools.

Ben swallowed his half-eaten ice cream in one bite, his eyes watering slightly from brain freeze. Then he dusted off his hands and activated his watch.

His body melted and liquefied into a shapeless black blob covered in glowing green circuitry-like patterns. This alien that he called ‘Upgrade’ was capable of changing into a more humanoid form, but Ben stayed puddled on the ground and crept quietly towards the truck.

The liquid metal of his body fused with the old, worn engine and Ben could suddenly understand everything about it. He could rearrange and reshape it into whatever he wanted… but only for as long as he was inside it. Any improvements and upgrades he made would be temporary, but he _could_ fix the worst of the damage, patch it up enough for the truck to run again.

Ben worked quickly and slid away before the driver even found his tools. He climbed into the Rustbucket, hearing the surprised exclamations behind him when the man found everything in working order.

“That was really nice of you,” Gwen remarked.

Ben only shrugged in response. Inwardly he wondered if maybe being a hero wasn’t just about kicking butt and fighting monsters. Maybe it was also about something as small as fixing an old car so that some average guy could see his family.

* * *

“Who’s this Aunt Vera and why are we going to her place?” Ben wondered once they were back on the road.

“My older sister,” Grandpa Max replied. “We haven’t seen each other much, but she called me yesterday and invited us to her home.”

Ben gestured at the dusty desert outside, “But there’s nothing here! Absolutely nothing!”

Gwen hissed and waved her hand at him to keep it down. She quickly finished her phone call and glared at him, “Can’t you stay quiet for one minute, doofus? I was talking to my parents! And Aunt Vera doesn’t live in the _desert_. There’s a small town here. I’ve been there a few times.”

“It’s a retirement community,” Grandpa Max added.

“Oh, great. A town full of old people,” Ben grumbled. “Just how I wanted to spend my summer vacation.”

By the time the Rustbucket rolled into the old people town, Ben was bored out of his mind. He stared out of the window at the rows upon rows of nearly identical houses. This was as interesting as watching the grass grow.

And then he saw an old guy somersault off the roof he had been fixing and land on his feet in a move that even Wildmutt would’ve struggled to pull off.

“Whoa! Did you see that?!” Ben gasped.

“See what?” Gwen asked without looking up from her laptop.

Ben looked out the window again and saw nothing but ordinary old people outside. He blinked and rubbed his eyes. What were the symptoms of heat stroke again?

* * *

“Seriously, why do old people have to live where it’s so hot?” Ben complained as he exited the RV.

He yelped when Gwen sprayed his back from a water pistol, but it might’ve been necessary because he was seeing things again: he could’ve sworn that the old guy next door unhinged his jaws like a snake and hissed at him.

Ben pressed one hand to the top of his head and winced at how hot his hair felt. Yep, definitely heat stroke. (Or was it sun stroke? He wasn’t sure what the difference was.)

The door of the house that the Rustbucket was parked in front of had opened and an overweight elderly woman wearing a flower-patterned dress walked out.

“Hi, Aunt Vera!” Gwen chirped and ran towards her.

The woman looked at her with an oddly startled expression. Then she smiled, “Gwen, dearie, how nice to see you again! You’ve grown so much!”

She pinched Gwen’s cheeks, making her wince.

Then Aunt Vera turned to him. “Ben, sweetie, it’s been so long! I can barely recognize you!”

“We’ve met?” Ben asked in surprise then yelped when his cheeks were pinched too.

“Of course we have! But you were just a baby back then, so you don’t really remember me.”

Huh. Ben had to wonder how many other relatives he had that he knew nothing about.

“Now, come on in!” Aunt Vera called. “The dinner is waiting!”

Ben walked inside and scrunched up his nose. Why did her house smell like cooked socks? But in all honesty, he could tolerate the smell as long as it got him away from the sun. He quickly went into the kitchen and gulped down a glass of water. Then another one. Then he poured a third one on his head.

“Are you feeling alright, dearie?” Aunt Vera asked.

Ben clapped both hands over his cheeks, just in case she went for another pinch. “I’m good! What’s for dinner?”

And the answer was: gross wobbly thing. With porkchops and cauliflower.

Ben wrinkled his nose and poked the ‘food’ with his fork, watching it wobble again. He really should stop asking questions like this around Grandpa Max (or any of his relatives as it turned out). He never liked the answers he received. Why couldn’t they eat cheeseburgers like normal people did? Even the candy Aunt Vera offered him was completely inedible!

Before he was forced to suffer some new horror masquerading as food, Ben decided that enough was enough. He stood up and called, “I need to use the bathroom!”

Without waiting for a response, he bolted away from the table and scurried up the stairs into the bathroom. Then he shut the door and pressed his back to it. He had to get out of here!

…And he had _just_ the right alien for the job.

Ben grinned and twisted the dial of his watch then slammed it down. In a flash of green light his body shriveled to nothing but bone. Then even his bones seemed to vanish, replaced by the not-quite-there substance of an alien he had dubbed ‘Ghostfreak’.

He couldn’t help but wonder whether this form was just another alien or an actual ghost. He rolled his shoulders and picked at the seams crisscrossing his grey skin. Was it even _skin_? It felt more like clothing: covering him but not exactly attached. So what did he really look like underneath? Ben felt his stomach twist a little at the thought of peeling back his skin. Well, not his stomach, actually, but the writhing tendrils he could feel inside his chest. He kinda wanted to stretch them.

Ben had briefly thought about exploring this town after escaping Aunt Vera, but really, how interesting could all these old people be? Definitely not as interesting as studying his alien form. Still, he was on a time limit, as usual, and the last thing Ben wanted was to time out right here. He was already going nuts from being in this house.

Turning invisible and intangible, Ben phased through the floor. However, first he floated into the kitchen and stuck his head into the fridge on the off chance there was something slightly more edible in there. Unfortunately, all he saw inside it was prune juice.

“Ugh. Old people food,” Ben grumbled and phased himself out of the fridge.

He flew back into the living room, barely stifling a snort at the sight of Gwen’s equally untouched plate of wobbly ‘food’. It looked like they were on the exact same page about it.

Gwen herself was checking out Aunt Vera’s collection of various trinkets, which unfortunately included stuffed birds. Ben suppressed an involuntary shudder. In his opinion, stuffed animals were just plain creepy, which only confirmed that he needed to get away from this house.

“Can you hear the ocean?” he heard Aunt Vera say as she handed Gwen a sea shell.

Ben snickered under his breath. Alright, he could spare a few seconds: this was just too good an opportunity to pass up. He floated closer to his cousin and whispered in a ghastly voice that came with this form, “Loser… Looooseeeer…”

She frowned and looked around, “Ben? Where are you?”

He briefly flickered into visibility and waved his hand, “See ya! Wouldn’t wanna be ya.”

With those words he phased right through the outer wall of the house. Sweet freedom awaited him!

Ben stretched his arms, once again feeling the urge to flex the rest of his limbs, but something within him suggested that trying to take off his skin right then and there wasn’t a good idea. Ben narrowed his eye at the bright sun. He could no longer feel its heat, but somehow he knew that he needed to hide from its light.

He flew towards the RV and phased in. With the blinds closed, it was pleasantly dark inside and Ben sighed in contentment. Then he pushed his fingers into the seam on his chest and pulled his outer skin apart.

To his surprise, there was another layer of skin covered in similar black seams beneath. It looked like his inner limbs were located deeper than he thought. Ben shifted his grip on his outer skin and tried to peel off the second layer. Guided by the same instinct that allowed him to stay in the air with barely a thought, his inner limbs uncoiled and pushed through the seam, cracking it open from the inside.

Ben laughed in delight, “This is so gross but so cool!”

The five tentacles he could only feel before were on full display now. Striped black and white, they were already longer than his entire body and Ben could easily stretch them out even further. His fingers itched in a strange way and Ben pulled on his skin again, eager to see what the rest of him looked like.

Unfortunately, his watch had other ideas and in a flash of red light Ben was transformed back to human form.

“Oh, come on!” he grumbled. “What am I supposed to do in Boringville now?”

He aimlessly poked around the RV before his eyes fell on a water pistol. He grabbed it and snuck closer to Aunt Vera’s house. Gwen was so nice to water him when he was hot… He should repay the favor.

* * *

“Gwen, dearie, could you check on your cousin, please?” Vera asked sweetly. “The poor dear looked a little ill.”

Gwen looked at the untouched food on her plate and stood up, “Uh, sure.”

Vera kept smiling until Gwen walked away. Then her expression changed into a scowl.

“What the hell were you thinking, Max?!” she whispered harshly, no longer bothering to shift her voice into a fake sickly-sweet trill. “You know why I called you and you brought _children_ with you?! Are you insane?! It’s too dangerous for them to be here!”

Max raised his hands, “Vera, come on. We were on a roadtrip. What was I supposed to do? Ditch them on some gas station just because you are feeling paranoid?”

“I know what I’ve seen! Something is seriously wrong with my new neighbors and I don’t mean just the fact that they’re aliens. Other people that have been living here for years, that I _know_ are just regular humans, have been disappearing one by one soon after they moved in.”

He skeptically raised an eyebrow, “Aliens, Vera? Here, in this nowhere town? Where there’s absolutely nothing any species would ever want? Are you sure this isn’t just the sun getting to you?”

“Don’t you dare patronize me!” Vera snapped. “I am not some hysterical airheaded bimbo afraid of her own shadow! Just because I wasn’t a Plumber like you, doesn’t mean I’m not aware of the dangers lurking outside this planet.”

“Exactly. _Outside_. I hate to break it on you, but Earth is just one tiny rock in the galactic backyard. Nobody cares about it. Why do you think there hasn’t been a stable Plumber presence on Earth for so long?”

“So you’d rather bury your head in the sand and pretend that nothing is wrong?” Vera asked incredulously. Then she scoffed, “I knew that I shouldn’t have called your sanctimonious ass. You never did anything unless the Plumber High Command ordered you to. But if _they_ told you to jump, you only ever asked how high. Why ask questions, right?”

“You know nothing!” Max growled. “You’re just–”

“Just _what_ , Maxwell? Just a stupid little human who should shut up and do what the great Plumber Magister tells her?!” Vera leaned back in her chair and crossed her arms. “I hoped you have changed over the years, but clearly I was wrong. Take the children and leave: I will deal with this problem myself. Thanks for nothing, Maxwell.”

The siblings fell silent, too angry to even continue arguing.

Neither of them knew about Gwen standing right outside the door or Ben crouching under the open window.

* * *

Gwen stood with her back pressed to the wall, afraid to even breathe. This– this made no sense! Grandpa Max and Aunt Vera, who seemed so cordial before, seemed to outright hate each other. And… they were talking about aliens?

The outside door opened silently and Ben snuck in looking pale as a sheet. Had he heard this conversation too?

“Later,” he mouthed.

Gwen swallowed nervously and nodded. They both walked back into the living room and pretended they didn’t notice the hostile glances Aunt Vera and Grandpa Max were throwing at each other over their heads.

“Say, grandpa, can Gwen and I go play outside? We’re already full,” Ben asked.

Gwen took the hint and added, “Please? It’s so hot here and we have our water pistols–”

“It _is_ hot here,” Aunt Vera said. “That’s why you shouldn’t stay in the sun. And someone should keep an eye on you.”

Gwen laughed nervously. Being under watch was the last thing they needed. “Oh, wait! Wasn’t there supposed to be a marathon of that show you like, Ben? What was it called again?”

“Xingo… and his… amazing friends?” Ben fibbed, visibly making up the title on the spot.

“Right!” Gwen nodded. “We can watch it on my laptop. I– uh– I wanna know what’s so interesting about it. We’ll be in the Rustbucket!”

They bolted out of the house and climbed into the RV, making sure to close the door behind them.

Gwen grabbed her laptop and climbed on the couch, feet and all. “Come on!” she hissed, waving at Ben. “If grandpa comes in, we gotta make this look legit!”

Ben sat down and nervously rubbed his left forearm, his fingers trailing from his wrist up the side of his watch and down again. “You’ve heard them too, right?” he whispered. “What– what the heck is going on here?”

Gwen slowly breathed in and out, trying to calm down. “Okay. Let’s just… Let’s repeat what we’ve heard. Aunt Vera said that– that her neighbors are aliens? And that people have been disappearing.”

Ben shuddered. “I thought I had a heat stroke. I saw some old guy jump off the roof and land on his feet. And the dude next door? He opened his mouth like Ripjaws!” Gwen hissed at him to be quiet and Ben hastily lowered his voice, “There’s definitely something weird going on here. We gotta check it out.”

“We will. But we need to figure this out first.”

“Right. So Aunt Vera noticed something strange and… she called Grandpa Max for help? And she got angry because he brought us with him. But… why did she call grandpa in the first place? Why _him_?”

Gwen bit her lip. “She called grandpa a plumber but she said it like– like it meant something different. Something–”

“–Alien?” Ben stared at his watch. “Do you remember when I first found this thing? He said it turned me into an alien. Not just a monster, an _alien_. Does he… know something that we don’t?”

“Well, you told us that this thing fell from the sky. It’s not hard to guess that it’s alien tech. But I think you’re right. Grandpa is hiding something, from both of us. And I don’t know why.”

“…I don’t get it. I have alien watch attached to my arm and I have fought alien robots. If Grandpa Max really knows something about all this stuff, then why doesn’t he just _tell us_?”

“Maybe he’s just trying to keep us safe?” Gwen suggested, not really believing her own words.

“Yeah, right. It would’ve been way easier to fight those robots if I knew more about them! He just doesn’t trust us! …And right now, I don’t know if we should trust him either.”

Gwen forced a smile on her face and elbowed him in the side, “Come on, doofus. He’s still our grandpa.”

Ben sighed and tried to smile back, “Okay, dweeb. One mystery at a time, right? Let’s go find out what’s the deal with the neighbor guy.”

* * *

“Fine, we’ll leave tomorrow, you paranoid old hag!” Max snapped. He forgot how exhaustingly stubborn his sister was. Always the know-it-all who thought she knew everything. “Actually, why don’t we leave right now? It’s not like there’s anything here that will interest the kids for long! I promised them a fun vacation, not being stuck with a harpy like you!”

“Goodbye and good riddance, Maxwell!” Vera snarled back and slammed the door in his face.

Max huffed in irritation and walked towards the RV. Could he actually convince the kids to drive away right now? Judging by how fast they ran away from Vera’s overbearing presence, they didn’t seem to be having much fun here either. And with the satellite dish providing stable internet connection pretty much everywhere, they could watch their TV show on the move.

He opened the door and leaned in. “Hey, kids, do you mind if–” He paused. “Kids?”

The Rustbucket was empty.

Max frowned and looked around. He hoped they weren’t getting into trouble. Noticing two women playing shuffleboard nearby, Max walked towards them. “Excuse me, have you seen two children around here? A boy and a girl, ten years old–”

The women hissed, baring dagger-like teeth, and lunged at him. Max barely dodged them and ran back towards the RV only to find his way blocked by more… people? Well, he certainly couldn’t call them _human_ , not with their unhinged jaws and shark-like teeth and limbs that stretched like taffy.

A gunshot rang out and one of the creatures was blown away with a huge hole in its torso.

Vera reloaded her shotgun and yelled, “I told you, Max! I fucking told you!”

“Shoot now, gloat later!”

She did exactly that but it didn’t seem to harm the creatures. They transformed into translucent green blobs with dirty-pink organs suspended inside their slimy bodies.

Max gasped in recognition. Limax? Here?! But their homeworld was located in the very heart of the Plumber sector. Any criminals should’ve been easily dealt with before they even got off the planet’s surface. Or was that why they came to Earth in the first place? Because the Plumber presence here was non-existent?

But right now he didn’t have the time to play guessing games. He ran towards Vera and pushed her into the house. “Bullets won’t work but water is like acid to them!”

She slung the shotgun over her shoulder and grabbed a half-full spray bottle from the windowsill. “Fine by me!”

Max rushed into the kitchen just in time to see one of the Limax break through the window. The alien didn’t get far before Max grabbed a water jug and upended it over its head. It flailed and screamed in pain, its skin starting to melt, and hastily retreated.

Another scream echoed from the doorway where Vera was melting another intruder with her spray bottle. Then she ran outside to fight the rest of the Limax. Max quickly refilled his jug from the kitchen sink and hurried to join the fray.

* * *

The neighbor’s house had been completely empty, forcing Ben to turn into Wildmutt and try to find the guy himself. He had managed to track the scent to the local dump but, unfortunately, the neighbor was waiting there. He snarled at them, showing even more teeth than Ben currently had, and attacked.

Gwen had no clue what kind of monster or alien this guy was and she wasn’t sure she cared enough to find out. What mattered was that he was creepy, nasty, and freakishly strong. Another thing that mattered was that Ben’s teeth seemed to hurt him but his claws didn’t.

Ben threw a dumpster at him and hurried back to their grandpa and aunt, Gwen holding onto his orange fur for dear life. Then he yelped and jumped off the road as the Rustbucket barreled down the street right at them. The RV screeched to a stop and their grandfather rushed out.

“Grandpa!” Gwen called, jumping off Ben’s back. “You’re not gonna believe what just–”

He splashed her in the face from a water jug.

“Grandpa!” Gwen sputtered.

Ben growled unhappily when more water drenched his fur.

Their grandfather sighed in relief, “Sorry, kids, I had to check. There are some strange shapeshifting aliens around here but water seems to hurt them.”

Gwen gasped and turned to Ben, “So that’s why biting that guy worked! It was your stinky drool!” Then she grinned, “I guess those water pistols are gonna come in handy.”

The hourglass icon on Ben’s shoulder beeped and flashed red, returning him to human form. “And we know where those creeps are hiding!” he added, finally capable of speech. “I tracked the neighbor guy to the dump and there was some kind of hatch on the ground. I bet those alien monsters are down there!”

“I guess we’ll have to go and check it out,” Aunt Vera said from the front seat of the Rustbucket. She wasn’t smiling and her voice wasn’t ear-splittingly shrill anymore. “Nice watch you have there, Ben.”

Ben gulped nervously, “Um, you saw that?” Then he squinted at the object she was carrying over her shoulder, “Wait, is that a shotgun?!”

* * *

Max could feel his sister trying to burn a hole in the side of his head with her eyes, her anger almost palpable in the air. He had just finished telling her how Ben had ended up with an alien watch on his arm.

“Don’t blame _me_ for that,” Max whispered, aware of Ben and Gwen sitting in the back of the RV. “I have no idea what that thing is, but as far as I can tell, this was a complete accident. Nothing but random chance.”

“I don’t blame you for the watch,” Vera whispered back. “I don’t even blame you for not keeping the kids away from danger because the danger seems to find them all on its own. But I do blame you for keeping them in the dark. You haven’t told them anything about your Plumber days, haven’t you?”

Max didn’t reply, keeping his eyes on the road.

Vera scoffed, “Thought so. You and your damn secrets… You don’t mind them taking on shapeshifting alien criminals but heavens forbid you tell them anything about yourself. Nothing good ever comes out of keeping secrets, Maxwell.”

“The past is in the past,” Max said curtly. “What happened then doesn't affect the present.”

* * *

“Wonder what they’re talking about…” Ben muttered, glancing at the front of the RV.

Gwen sighed, “I can’t even guess. We’re supposed to be family but it’s like I’m seeing them for the first time in my life.”

They didn’t get to speculate much because soon enough their grandfather stopped the Rustbucket before the chain-link fence and announced, “We’re here.”

Armed with spray bottles and water pistols, everybody exited the RV.

Grandpa Max held up a pair of wire clippers and opened the gate. “Now remember: the aliens are afraid of water and this place is extremely hot. More than likely, they are very heat-resistant, which means no Heatblast, Ben.”

Ben nodded, “Got it, grandpa. But I bet Stinkfly can kick their butts!”

In a flash of green he changed into the alien insect and pulled the hatch open. He saw a long ladder descending into the darkness but he didn’t want to waste the limited time of his transformation. Grabbing his family with his spindly limbs, Ben dove in.

What seemed like a cellar quickly turned into a veritable ravine that leveled into a long, round tunnel with slime-splattered walls. After having to backtrack once when he took a wrong turn, Ben exited the tunnel into a massive cavern. He could see a round purple spaceship there and in front of it were–

“Are those _eggs_?” Gwen hissed. “Don’t tell me more of those things are gonna hatch out of them!”

“Get us down there, Ben,” Grandpa Max ordered. “The people these aliens took have to be somewhere around here.”

Ben flew down and landed between the green eggs.

“And we don’t even need to search,” Aunt Vera muttered. “They’re right here, in these… pods?”

Ben groaned, “Oh man! Why can’t I just switch aliens immediately? XLR8 can get all these people outta here in no time!”

Nonetheless, he skittered closer to the pods and raised his sharp tail, ready to cut them open.

“Don’t do that!” somebody hissed.

Aunt Vera quickly aimed her shotgun and spray bottle at the alien creature that took the shape of her neighbor. “Hi, Marty,” she said sweetly. “How nice to see you here. You wouldn’t mind telling us what you are doing to these people, would you, you fucking piece of shit?!”

“We didn’t harm them,” the creature replied. “They will be fine, we just couldn’t let them tell anyone.”

“You think keeping them prisoner doesn’t count as harm?” Grandpa Max scoffed. “What are you even doing on Earth?”

The creature shrieked, “They left us with no choice! We had to escape! This planet is so far away from them, we thought we could hide here.”

Aunt Vera scowled, “If you really just wanted to live in peace, there are plenty of uninhabited places on Earth. Hell, you could’ve even kept living in this town if you acted like decent people instead of a bunch of fucking kidnappers!”

“These people will be fine, I swear!” the alien insisted. “We’ll just erase some of their memories and let them go!”

“And we’re supposed to believe that?” Aunt Vera asked but she did lower her water bottle. “Alright, asshole: let’s pretend you’re telling the truth. Why the hell do you need to tamper with their memories in the first place?”

“They saw us, they noticed that we’re not of your kind. We couldn’t risk it. Couldn’t let them call the Pl–”

“Why couldn’t you?” Grandpa Max asked coldly. “Vera is right: you’re just a band of criminals!”

He sprayed the creature from a water pistol and it stumbled back with a pained screech.

It bared its fangs at Grandpa Max then froze and took another step back. Its half-melted face twisted into an expression of fear. “You. You’re with them. You’re one of them!”

The alien howled and several others responded with rage-filled screeching. The creatures crawled down the walls of the cavern, none of them caring to talk anymore. They only shrieked and hissed and attacked with fangs bared.

The first alien to lunge at them was met mid-air with a shotgun blast courtesy of Aunt Vera. The second one was melted by Gwen. The third one Ben splattered with a stream of slime. The injured aliens shrieked in pain and slunk away, but twice as many crawled out to take their place.

Ben rose into the air and shot the aliens that were climbing down the wall, while his family took down the creatures that managed to reach the ground. His eyestalks were starting to itch and burn from the strain of producing so much slime but he couldn’t stop. If only there was a way to flood this place at once…

“Ben! Above you!” Gwen yelled.

He quickly raised his head, afraid that one of the aliens got the drop on him, but he could see nothing there except–

The water pipe!

Ben flew up and somersaulted in the air, landing on the ceiling upside down. Then he raised his sharp tail and carved the metal open.

The water poured out and drenched the alien creatures, forcing them to cut their losses and slither into their spaceship. The entrance closed and the ship lit up with purple light. Its engines ignited and it flew through the hole in the roof of the cavern and into the sky beyond.

“No!” Ben cried. “They’re getting away!”

He flew after the ship, hopelessly slow, but his watch started to flash red and he had to land.

“It’s okay, Ben,” his grandfather said and put a hand on his shoulder in consolation. “All that matters is that we saved these people.”

* * *

Once every resident of the town was back in their homes, Ben and Gwen crashed in the guest rooms of Vera’s house and were out like a light.

“Well, this was an exciting day,” Vera muttered, removing the bullets from her shotgun.

“…Vera, I– I’m sorry,” Max whispered. “I shouldn’t have dismissed you like this. I should’ve trusted you more.”

“Yes, you should have, Max,” his sister sighed. “That’s what you always do: you don’t trust people, not even your own family. You don’t bother listening to their reasons or asking their opinions. You only care about your orders.”

“Vera, come on. That’s not–”

“Yes, it is, Max! You’re so fucking full of yourself, you don’t even consider that you might be wrong! You’re the great Plumber Magister: how can lesser beings like us know more than you do?” She shook her head, “It was stupid to hope that your retirement changed anything. Gordon was right: people like you don’t change. They don’t _want_ to change.”

Hearing his younger brother’s name felt like a punch in the gut. “Gordon?” Max whispered. “Do you– do you still talk to him? Do you know where he is?”

Vera bared her teeth in a grimace of rage so intense, Max took an involuntary step back. “Even if I knew, I wouldn’t have told you!” Vera snarled. “He is not on Earth, hasn’t been here in _years_ , and I’m _glad_ that he hasn’t! At least this way he doesn’t have to worry about his own brother hunting him down and throwing him into prison!”

“I– Vera, I didn’t– I just– I needed answers, that’s all! I had to understand _why_. Why he ignored his orders and went rogue!”

Vera let out a shrill, derisive laugh, “You chased him all over the galaxy because the Plumbers ordered you to and you obeyed without question like a good little soldier! Don’t pretend there was any other reason!” She shook her head, suddenly looking more exhausted than Max had ever remembered her being. “You wouldn’t have listened anyway: you are far too good at ignoring things that don’t fit your worldview. Just get out of my house, Max. I don’t want to see you anymore.”

His shoulders slumped and Max turned to leave when Vera called him again.

“Oh, and Max? Don’t think I’m going to let you keep your grandchildren in the dark when they’re already neck-deep in aliens. I’m giving you until the end of this summer to start acting like a half-decent person and tell them what they need to know. If you stay silent, I will tell them everything myself.”


	5. Hunted

The repairs to the damaged spaceship were progressing well, finally allowing the second in command of _Chimerian Hammer_ to devote more resources to tracking down the wielder of the Omnitrix.

“This is the first piece of good news I’ve heard in a while. Being stranded on the outskirts of the galaxy isn’t my definition of fun,” he heard a familiar voice say in a language that many universal translators struggled with.

Having learned the language in question old-style, Kraab had no problems understanding it, even if he couldn’t speak it. He turned around and raised his pincer in a friendly if slightly unprofessional greeting. At least the current bridge crew was composed of robots who had no opinion on his professionalism or lack thereof. “Came to keep me company, SixSix?”

“More like came to drag you away from the bridge. You let the crew rest, but you’ve been running yourself ragged,” the Sotoraggian chastised.

Kraab could imagine the disapproving expression his old friend was wearing beneath the mask but he wasn’t in the mood to argue. “I’m the second in command and this is my responsibility.”

“Psyphon can take the bridge,” SixSix argued. “He’s the third in command and the chief science officer: I think he can handle watching the data feeds. We don’t need you landing yourself in the infirmary out of sheer stupidity.”

Kraab snorted, “Yes, mother. Just let me find and retrieve the most dangerous weapon in the galaxy, then I’ll go take a nap. And Psyphon is busy preparing the cybernetics for the medics to install once Captain Vilgax is healed enough to handle the operation.”

He turned back to the screens. In truth, a nap was starting to sound good. When was the last time he had any sleep?

No matter. He had work to do.

* * *

“Ready?” Grandpa Max asked as he added the last finishing touches to the makeshift training course.

“I was born ready!” Ben cried.

Training was good, wasn’t it? It was what heroes did: they trained and figured out how to better use their powers. (So why then did his grandfather look so reluctant? It honestly felt like he just wanted Ben to ignore his watch and pretend that everything was normal.)

Ben tried to put the argument he overheard at Aunt Vera’s house out of his mind and slammed his hand over the watch. His body changed shape, transforming into pale green crystal.

“Remember to use your head, Ben,” Grandpa Max reminded him, grabbing the controls. “And be serious.”

“I am,” Ben replied, shifting his hands into jagged conglomerates of crystalline shards. When it mattered, he was _always_ serious.

His grandfather was wearing the same pinched expression Ben was starting to get used to seeing whenever the subject of his heroics came up. (Why did he hate it so much? Ben wasn’t _that_ bad at this, was he?) Then he pulled the first lever and the contraption he had built threw empty soda cans at Ben. The diamond crystals met them in the air, piercing the cans through.

The pull of another lever made targets appear behind his back. Ben hit them too, then skewered another barrage of soda cans. Every target (and one cactus) met its doom at his hands, making him smile in pride.

“Focus, Ben. You are training, not showing off,” Grandpa Max chastised and continued the exercise.

The targets started appearing faster, often intermixed with obstacles, and Ben found it harder and harder to shoot them with less than a second to aim his crystals in-between. With his attention split several ways, Ben couldn’t dodge in time and a tire bowled him over. His crystals went wide, forcing both Gwen and Grandpa Max to dodge in a hurry.

Ben laughed nervously, “Sorry? My bad…”

* * *

The data feeds from the drones were the most boring thing SixSix had ever had the displeasure to observe. Unfortunately, him staying on the bridge (as well as calling in a few more living crewmembers to accompany the robots) was the only thing that got the annoyingly stubborn Kraab to agree on getting some rest before he collapsed from exhaustion.

The main problem with finding the Omnitrix and the person it was attached to came from how hard its signal was to detect. It was possible, of course, but the main scanners on _Chimerian Hammer_ were still down, and the ones inside the drones were fairly weak. Thus they had to start from the last known location – what the natives of this planet called Washington DC – and search in ever-widening circles.

SixSix could only hope that the Omnitrix-wielder made the news again, but so far monitoring the local media had yielded no results either.

The sound of skittering steps made him heave a sigh, “I thought you were going to get some rest, Kraab?”

“I did,” his old friend replied. “And I am declaring myself fit for duty.”

“Sure you do,” SixSix snorted.

Kraab gave him a withering glare and turned to the screens, “Anything yet?”

“Nothing useful, just more ground to cover.”

Kraab clicked his pincer. “We need to repair the main scanners as soon as possible. We don’t have enough drones to cover this entire continent and there is no telling how long we’ll be able to stay undetected.”

The proximity alarm blared over their heads.

“I can answer _that_!” SixSix yelped. He hit the controls, hurriedly activating the cloaking field around their ship. “How about ‘next ten seconds’?! If the cloak fails–”

The crew waited in silence, tense and ready to act, but the unknown vessel flew right past them and to the planet below.

Kraab’s tense posture slowly relaxed, “Whose ship was it?”

“Unknown, sir,” one of the crew members replied. “It’s not in the database.”

SixSix scoffed, “Why am I not surprised? Our database hasn’t been updated in ages. Let me see.”

“Send the data over,” Kraab half-ordered, half-translated.

Not everyone on board could understand Sotoraggian, which was why SixSix was rarely left in charge. He was still a little surprised that Kraab gave him the bridge this time, but his friend was probably more tired than he realized.

“This looks familiar…” SixSix muttered, studying whichever data their admittedly weak auxiliary scanners managed to snag.

“Familiar,” Kraab repeated. “Plumber familiar?”

SixSix shook his head. “No, it’s–” He drew in a startled breath. “ _It’s worse_.”

* * *

“I said I’m sorry!” Ben grumbled as the Rustbucket drove away. “What else do you want from me?”

“I want you to take that thing on your wrist seriously,” Grandpa Max replied. “This isn’t a game and it’s not a toy.”

“I _was_ taking it seriously!” Ben snapped. “So I made a mistake, so what?!”

What was even his _problem_? Why couldn’t Grandpa Max see how important this was to him?

Before the argument could continue, the engine stuttered. The Rustbucket kept moving barely long enough for Grandpa Max to pull into the remnants of an abandoned mining town. He promptly exited the vehicle and opened the hood to check on the engine.

Ben looked around the empty buildings. The town looked so old, even the ghosts had probably fled from it.

“I think I found the problem,” Grandpa Max called after digging around a little. He raised a tube that was pierced through with one of Diamondhead’s crystals and leaking some liquid. “Leaky fuel line.”

Ben cringed inwardly. Great. Another thing he was going to be blamed for.

* * *

The third in command of _Chimerian Hammer_ hurried to the bridge. He wasn’t sure what exactly was going on here or how much help he could provide (he was a scientist and an occasional medic, not a battlefield commander), but he doubted it was anything good. Had the Plumbers found them already?

“Psyphon, take the bridge!” Kraab ordered when he had finally arrived.

The science officer reeled back slightly, “Acknowledged. What’s the situation?”

“A spaceship has just arrived, one belonging to Tetrax Shard. No doubt he is after the Omnitrix.”

Psyphon suppressed a shudder. Tetrax was one of the most notorious bounty hunters in the galaxy. There was a reason for it (a big, planet-sized reason), but even without taking into account the atrocities he committed, his ruthlessness and skills made him a dangerous enemy.

“Should I assemble a squad to intercept him?” Psyphon asked.

Kraab shook his head, “No. The drones won’t cut it and I refuse to put my men in danger. I will go myself.”

“Not without me you won’t,” the ever-insubordinate SixSix said.

Kraab only let out an angry hiss and hurried towards the teleporters.

* * *

Gwen slowly walked down the empty streets, looking for her cousin. Ben and Grandpa Max had started another argument, which culminated in Ben stomping off in a huff. Personally, Gwen thought their grandfather was a bit unfair. Sure, Ben could use a little more caution when using his powers, but ultimately, it was just an accident. (If it wasn’t, Gwen would’ve kicked his butt herself.)

But after that mess at Aunt Vera’s, Grandpa Max seemed a little… short-tempered.

Something flashed green in the corner of her eye and Gwen nearly facepalmed. Just when she thought her cousin was being _responsible_ , he was doing something stupid again!

She peeked into a large barn and yelled, “Calling all dorks!”

No answer came and Gwen had to reluctantly enter the old building. She looked around, wondering what alien Ben had turned himself into this time. She hoped it wasn’t Stinkfly: not only did it stink to high heavens as the name suggested, it also produced disgusting slime that Ben tended to splatter everywhere.

Gwen shivered at the sudden gust of cold wind. Then her eyes narrowed. Cold? In the summer afternoon? _In the desert?_

“Come out, Ben!” she called. “Did you really think that I wouldn’t recognize Ghostfreak? You don’t scare me.”

The ghostly alien materialized in front of her. Even without a face, Gwen could tell that he was pouting.

“That hurt my feelings, Gwen,” Ben rasped and pressed his hands to his chest. “That hurt–” His voice stuttered, his body curling in. “Hurt–”

He shuddered, digging his fingers into his chest hard enough that his grey skin was starting to peel off.

“Ben?” Gwen frowned and stepped closer, now worried.

He screamed and ripped off a chunk of his skin. Gwen screamed too, staring in horror at the writhing tentacles that burst out of his chest and stretched towards her.

And then she stopped screaming because Ben was _laughing_. That jerk!

“Ben!”

“What did you just say about not being scared?” he rasped. “I couldn’t hear it over your screams.”

Gwen batted the striped tentacles away, “I was screaming at how _gross_ you were! Where did those things even come from?”

Ben waved the tendrils in the air, “They’ve always been here. I just had to figure out how to use them.” He narrowed his eye and pulled on the skin around his hands, “Now I need to figure out what’s the matter with my fingers.”

“What do you mean?” Gwen asked. Then she wrinkled her nose, “And put those things away already.”

Instead of pulling the tentacles in, Ben draped them over her shoulders. Gwen screeched and tried to hit him, but her cousin ignored her, briefly turning intangible.

“So. Very. Gross!” Gwen hissed. “When will you time out already?!”

Ben pulled on his skin again, “Not until I deal with my hands. They’re so itchy…”

“Don’t tell me you have alien fleas,” Gwen groaned.

“Of course not! …Well, maybe Wildmutt does.”

Gwen growled under her breath and grabbed his hand, starting to pull on his skin too. “Will you stop being disgusting if I help?”

The tentacles retracted, coiling back somewhere inside Ben’s chest. “Scout’s honor.”

Gwen only rolled her eyes. “You’ve never been a scout.”

“I was one in my heart!”

As they bantered, the cousins kept tugging on the grey skin until it finally split open on Ben’s fingertips.

“Whoa…” Gwen muttered, staring incredulously at the massive black talons sticking through the rips. “Where were _those_ hiding?”

Ben flexed his new claws and cut the skin on his other hand. An identical set of talons burst out and he whooped in glee, “Who cares? This feels so much better! I wonder what else this alien can do… Let’s see what’s under the rest of my skin!”

Ben hooked his talons into the black seams on his skin and pulled until the grey substance tore into pieces, revealing his true form in all its glory.

“This is horrifying,” Gwen said flatly.

The long striped tail her cousin had instead of legs was somewhat expected. What she _didn’t_ expect was the ugly upside-down skull with jutting, uneven teeth, and the patches of black and white where it looked like another layer of his grey skin was torn off.

“This is awesome!” Ben disagreed. “I feel like I’m three times stronger than before!”

Gwen sighed, “You know that grandpa won’t be happy about this, right?”

Ben looked away, his excitement gone in a flash. “Yeah, I know. What’s his _deal_? He doesn’t like me being a hero, he doesn’t want me to train… It’s like he wants me to pretend that the watch doesn’t exist! And all that stuff at Aunt Vera’s…”

“I wish I knew.”

They left Aunt Vera’s home fairly early and no matter how much they tried, Grandpa Max hadn’t given them a chance to talk to her alone. Afterwards, Gwen had tried to call her, but Aunt Vera had only evaded the questions. Trying to fish for information by asking their grandfather how he knew that the alien creatures were vulnerable to water or why they seemed afraid of him brought no results either.

“Let’s just go back to the Rustbucket,” she said finally. “Maybe grandpa has already fixed it.”

“You are not going anywhere until you give me the Omnitrix,” a deep, slightly distorted voice said.

The cousins gasped and turned around to see a tall, humanoid figure covered head-to-toe in dark armor standing at the entrance.

Gwen gulped nervously, “Friend of yours?”

Ben shook his head, “Never seen this guy before. And what’s an Omnitrix?”

“He probably means the watch. Duh!” Gwen hissed.

“It is a weapon of incredible power that is wasted on the likes of you,” the stranger said.

Ben raised a talon, “One: rude.” He raised a second talon, “Two: why should I care what you think? And three: who are you anyway?”

“I am the one hired to find the Omnitrix and take it back.”

“A bit of a problem here: this thing doesn’t come off,” Ben replied. “Believe me, if it did, grandpa would’ve already removed it and thrown it away.”

“Of course it doesn’t come off!” the stranger scoffed. “In order to utilize its power, the Omnitrix binds to the host’s body. It cannot simply be removed. At least, not without harming the host.” He reached for the sheath strapped to his hip and took out a glowing energy blade, “I am going to enjoy carving it out of your flesh.”

“Okay, so you’re a bad guy,” Ben nodded. “Noted.”

“Your naïve bluster is almost endearing,” the stranger said, taking a step forward.

Ben laughed, “And you have no idea what I’m capable of! Now you see me… Now you don’t!”

He faded into invisibility and swiped his claws at the stranger only for him to somehow block the attack with his blade, its energy burning even the semi-tangible ghost.

“Gah!” Ben returned to the visible spectrum and jerked his hand away as his claws started to smoke. “How did you do this?!”

“Did you really think that I came here unprepared?” the stranger asked. “I did not become the most feared bounty hunter in the galaxy by underestimating my prey.” He took out a blaster and shot at Ben, somehow managing to hurt him even when Ben turned intangible.

Ben slammed into the crates piled around the building and slid to the floor. His arm landed in a spot of sunlight shining through the cracks in the wall. He cried in pain and quickly jerked it back, staring in horror at the blackened, burned skin.

Gwen ran towards him. “Ben! Are you alright?”

“Sunlight… hurts.”

The bounty hunter walked towards them with heavy, measured steps, the blaster and the blade at the ready.

Ben rose into the air again. His tentacles burst out of his chest and wrapped around his enemy’s wrists, forcing the weapons away. Then he yelped in pain and the tentacles coiled back.

“What _are_ you?” Ben rasped, staring at the oh-so-familiar pale green crystals covering the bounty hunter’s forearms.

His helmet unlocked and slid open, revealing–

“Diamondhead’s evil twin?!” Gwen gasped.

Ben stared at him in shock. “No way! You’re me?!”

“Do not lump me with the likes of yourself, child, merely because you can transform into a member of my species. You are nothing but an impulsive annoyance.”

“I’ll show you impulsive!” Ben yelled, charging at him with claws at the ready.

“You are hardly worth the hunt,” the alien replied and shot him again, sending Ben crashing into a wall. “But I shouldn’t complain: this merely makes my job easier.”

Ben groaned, looking too dazed to fly or fight back as the hunter approached.

Gwen looked around, desperate to find something that would stop the alien from dismembering her cousin. Then her gaze fell on the platform the bounty hunter stood upon.

“Ben! Give him a lift!” Gwen yelled, pointing at the lever on the wall and hoping that the old machinery still worked.

Ben immediately grabbed the lever and pulled it down. The platform rose quickly and slammed the bounty hunter into the ceiling. And just in time too because the alien watch flashed red and timed out.

Gwen ran up to him, “Ben, are you okay?” After receiving a nod in response, she looked up at the platform. “I’ve seen you take worse hits, so let’s get out of here before Diamondjerk wakes up.”

* * *

Thankfully, Grandpa Max had managed to repair the RV and they could leave the town immediately. Gwen kept looking out the window, drumming her fingers on the table. “No sign of that guy yet. Do you think we lost him?”

Ben smirked, brandishing his watch, “He better not show up if he knows what’s good for him.”

“He isn’t just some random jerk!” his cousin snapped. “He knows what powers you have and how to deal with them. He’s dangerous!”

“And we’re awesome!” Ben bragged. “Come on, we totally kicked his butt!”

Gwen frowned, “I don’t think that’s gonna stop him for long.”

Something heavy hit the roof of the Rustbucket.

Gwen looked up and gulped nervously, “…This is the one time I would’ve liked to be wrong.”

A crystal blade pierced through the roof, carving it open, and the bounty hunter reached in. But before he could attack them, Grandpa Max hit the brakes. Diamondjerk was thrown off the roof and Grandpa Max drove the Rustbucket right over him.

A few seconds later the RV stuttered to a halt. And once Gwen looked out of the Rustbucket, she could see why: crystal shards had torn the tires apart. The bounty hunter himself didn’t seem to be injured: he was already climbing back to his feet.

Grandpa Max quickly pushed Ben and Gwen out of the RV and ran towards a nearby mine, “We’ll hide in there!”

They ran down its twisting corridors, until the entrance was no longer visible. Ben pressed his back to the wall and peeked around the corner. All seemed quiet.

“Phew. The coast is clear,” he announced.

Then the ground rumbled and started to crack as something tunneled underneath.

“Don’t you get tired of being wrong all the time?!” Gwen snapped.

The ground burst open but what came out wasn’t the crystal alien but a four-legged crab in dark golden armor.

“Wielder of the Omnitrix!” the crab shouted.

“Another bad guy?!” Ben yelped. And his watch hadn’t recharged yet!

Grandpa Max grabbed a piece of metal junk and threw it at the crab alien. The massive pincer on his left arm shattered the metal into pieces with a single snap. Seeing this, the Tennysons ran deeper into the mine.

The crab scurried after them, “Wait! I’m not–”

Gwen gasped when they rounded the corner only to see a massive ravine blocking their way. “Now what?”

“Now you stop running and let me talk!” the crab yelled. “I’m not your enemy!”

Ben turned around and blinked in confusion, “…You’re not?”

“No, I’m not,” the crab said. Then he stiffened and raised his oversized claw, “But he is!”

Flying across the ravine on a hoverboard was the evil Diamondhead knockoff. He raised his blaster, forcing them to dive out of the way. The crab returned fire, his strange claw apparently hiding a blaster inside, but the bounty hunter was fast enough to dodge every shot. He jumped off his hoverboard and leapt at the crab.

The golden-armored alien staggered at the impact but his four legs kept him steady. He locked his claw around the hunter and shouted, “Run! I’ll hold him off!”

“Let’s take a ride!” Grandpa Max called and hurried towards the old transport system: nothing but a small open boxcar suspended under a wire.

Ben and Gwen quickly jumped inside. Grandpa Max pulled the rusted lever that activated the system and jumped into the already moving boxcar, his grandchildren helping him climb in.

Behind them, the bounty hunter had managed to push the crab away and jump back on his hoverboard. He flew towards the boxcar and aimed his blaster at its passengers. “Surrender if you want to live. I only need the Omnitrix, but if you keep resisting, I can just as easily remove it from your corpse.”

Ben hit the dial of the alien watch again and again, silently begging it to work. He knew that this wasn’t an empty threat.

The bounty hunter waited for a few seconds. “No? Very well then.”

He pulled out his energy blade and cut the wire with a single swipe. The boxcar and the people inside it plummeted down.

And a purple-clad figure dove after them.

* * *

SixSix mentally patted himself on the back for outfitting his armor with additional mechanical limbs. Sometimes four arms just weren’t enough. Case in point: he had the tiny Omnitrix-wielder in one hand (was it an actual _child_? SixSix didn’t know enough about humans to tell), an equally tiny human in another, and had a heavy man ( _Maxwell Tennyson_ , what was even his _life_?) on his back, holding onto his smaller upper arms.

A blaster shot glanced off his armor and SixSix did a barrel-roll, his jetpack struggling to keep up the speed he needed with all the additional weight.

…Right. How could he forget about Tetrax Shard trying to kill them all? Such a small detail, it just slipped his mind.

The blasters he held in his mechanical limbs kept firing but Tetrax managed to avoid the blasts, because _of course_ he did. SixSix hated competent enemies.

* * *

Kraab could feel the crystal shards grind against his internal mechanisms but he had no time to pull them out. His propulsion system was down, but grounded or not, he still had his weapons. His guidance system couldn’t get a lock on Tetrax (that armor of his had to be shielded somehow), so he had to eyeball it. His open pincer was steady as he slowly shifted it, tracking the bounty hunter’s erratic flight. Just a little… bit… more…

His shot clipped Tetrax in the shoulder, making him lose his balance for a second or two. And that was enough for SixSix to shoot his hoverboard and send the bounty hunter tumbling down into the ravine.

Kraab slumped in relief and waved at his friend. That was one problem dealt with. Now he just had to find out what in the seven hells _Maxwell Tennyson_ was doing here.

* * *

Gwen almost kissed the ground once their masked savior landed on the edge of the ravine. The crab alien was waiting there, looking somewhat worse for wear.

“Thank you,” she breathed out, trying to put all her gratitude into those two words.

“Yeah, thanks for the save, guys,” Ben said. “My stupid watch is still recharging. Uh… who are you anyway?”

“I am Kraab and this is my friend, SixSix,” the crab alien introduced.

The purple-clad alien said something in a language they didn’t understand.

“Unfortunately, most universal translators can’t handle Sotoraggian language, so I have to be the one talking,” Kraab explained. “I don’t think I have caught your names?”

“I’m Max,” her grandfather said. “And these are my grandchildren, Ben and Gwen.”

“…Ah, I apologize. I think my translator needs repairs,” Kraab said tentatively. “By ‘grandchildren’ you mean… offspring of your offspring?”

“Yes, exactly.”

Kraab slowly nodded, “I see…”

SixSix said something but Kraab waved him off, “My propulsion system is down but overall I only need some minor repairs. Not that bad after tangling with Tetrax.”

“Tetrax?” Ben repeated. “That’s the guy’s name?”

Kraab nodded. “One of the most dangerous and well-known bounty hunters in the galaxy. We have learned about his being hired to get the Omnitrix, so we attempted to intercept him.”

Gwen bit her lip, “Is he gonna come after us again?”

She got her answer in the shape of pale green crystals erupting from the ground.

Kraab and SixSix pushed them away, losing the chance to dodge themselves. Both of Kraab’s left legs and his pincer were trapped and SixSix ended up fully encased, like a fly in amber. Worst of all, the crystals completely blocked the tunnel, leaving them with nowhere to run.

Then the crystal wall unfolded and reshaped into a gateway, allowing Tetrax to pass through.

“What a pathetic gathering of worthless prey,” the bounty hunter remarked. He raised his energy blade and cut off Kraab’s left arm at the elbow, revealing sparkling wires and circuitry inside, then severed his trapped legs. “See, child? This is what awaits you too.”

Ben trembled, whether in fear or in anger, it was impossible to tell. “You’re a monster!” he hissed.

“And I don’t care about your opinion,” Tetrax flatly replied. Then he grabbed Kraab by the throat and hurled him into the ravine.

Without a moment of hesitation, Ben jumped after him.

* * *

The alien watch ( _the Omnitrix_ , it was called _the Omnitrix_ ) sinking into his flesh was a familiar sensation already. His skin liquefied, his bones melted, and his body transformed into a shapeless metallic blob streaked through with glowing green circuitry.

Ben reached towards Kraab and pushed himself through the cracks in his golden armor, filling the spaces between and spreading through his innards.

“A Galvanic Mechamorph?” Ben heard/felt him say. “Oh, this is _such_ a good choice!”

And Ben could feel it, could see in his inner eye all the amazing technology that made up most of Kraab’s body. He could shape/shift/change it as easy as breathing, all he needed was one tenth/hundredth/thousandth of a second.

He/they melted/fused/merged, at once too close and too far. They had one body, one mind, one goal… And it was time for them to _move_.

* * *

Gwen could only scream in horror as her cousin jumped into the ravine. What if his watch malfunctioned and turned him into a wrong alien again? Had it even recharged already?!

She didn’t know, was too scared to look, but the bounty hunter didn’t share her hesitation. He ran towards the edge and pointed his blaster down. Her grandfather rushed at him from behind and tried to push Tetrax into the ravine, but the bounty hunter easily dodged and with a scream that was going to haunt her nightmares, Grandpa Max plunged off the cliff.

The scream was cut short, a roar of engines replacing it, and Kraab rose out of the ravine, holding Grandpa Max in his remaining hand. His body was no longer gold, patterned black and green instead with an hourglass dial on his chest, and Gwen almost cried in relief.

Ben was alive!

Tetrax shot him point-blank but Kraab took the hit without flinching, only shifting his body enough to shield Grandpa Max. Upgrade’s liquid metal shot out in thin tendrils and snatched the blaster away. Then more tendrils appeared and absorbed the limbs that were still stuck in crystal, reattaching them to his body.

Whole again, Kraab landed and pointed his claw at Tetrax.

The bounty hunter formed his crystals into a shield, taking the blast head on. He held on for a second – two, three, four – before his shield started to crack.

Kraab walked steadily forward. He didn’t let off even for a moment, blaster fire pushing Tetrax back, until the bounty hunter hit his own crystalline wall.

Then Upgrade made his move. He extended a long tendril, stretched it high above, and shot Tetrax with his own weapon. The bounty hunter staggered and Kraab jumped towards him, knocking him out with a blow of his powerful pincer.

Then Kraab stole something from his toolbelt. It was a small blue-green cube that rippled with static at his touch. He dropped it on Tetrax and the cube expanded. It swallowed the hunter’s unconscious body and shrank back to its previous size.

Kraab raised his pincer again and slammed it into the crystal wall that was already slightly cracked from his assault. It shattered into pieces and finally released SixSix.

Then the hourglass dial on Kraab’s chest beeped and flashed bright red. When the light faded, Kraab was lying on the ground with his legs awkwardly curled in. Ben was sprawled over him, panting like he had just ran a marathon.

“How about… we never do this again?” Ben huffed. He pressed his forehead to Kraab’s golden armor. “Ow. My head.”

“Next time, don’t try to fuse with the main processor,” Kraab laughed. Then he flinched. “Ugh. Haven’t felt this hangover since that time on Khoros.”

Gwen ran towards her cousin. “Ben! Are you alright?”

Ben blinked and woozily looked up at her. “Never turn into a high-tech alien and fuse with a cyborg. Feels like my brain is melting out of my ears.”

“What brain?” Gwen laughed and felt her eyes sting. “You stupid, idiotic-!” She wrapped her arms around him in a hug. “If you ever try to jump off a cliff again, I’m gonna burn all your stupid ‘Sumo Slammers’ cards!”

Ben weakly tried to get out of the hug but Grandpa Max didn’t let him, embracing them both.

* * *

SixSix was laughing at him, he just knew it.

Kraab clicked his pincer as the happy family embraced above him. (Maxwell Tennyson with a family… He seemed like a completely different person from the one his captain described.) Of course, they chose to stand in such a way that he couldn’t move without disturbing them, so he had to stay on the ground and keep curling in his legs.

Finally, they deemed it fit to pay their surroundings a little more attention and with plenty of apologies helped him stand up. SixSix, the traitor, didn’t lift a finger.

Kraab lifted his legs one by one and rotated his pincer, testing the reattached limbs now that the Galvanic Mechamorph was no longer a part of him.

…That sure was _something_.

Feeling all barriers between his mind and the child’s fall as their thoughts synchronized wasn’t the worst thing he had ever experienced but he still didn’t want a repeat any time soon. On the bright side, it gave him a clear view of Ben’s personality.

“I still need repairs and Tetrax must be secured, so we have to leave for now,” Kraab said.

His fingers tightened slightly around the capture cube. He still couldn’t believe that Tetrax Shard himself could be finally brought to justice. (Although, what justice could there be for the crimes of his magnitude? But that wasn’t for Kraab to decide. He just had to keep Tetrax secured until _Chimerian Hammer_ was repaired and they could hand him over to the courts.)

“As for the Omnitrix… I think it’s in good hands.”

In truth, Kraab _wanted_ to take the Omnitrix, but considering that _Chimerian Hammer_ was still mostly defenseless, it would only make things worse. With that thing on board, the Plumbers might be able to detect them even with the cloak on. Until the ship was fully operational, it was safer for everyone involved if Ben kept it.

Of course, Maxwell was still a problem, and a rather big one. However, while the merge didn’t allow him access to any of Ben’s memories, only his current thoughts, Kraab was certain that Ben knew very little, if anything at all, about Maxwell. Whatever reasons the ex-Plumber had for staying silent, it worked to their advantage.

“We’ll return when we can,” Kraab continued. “Be careful: Tetrax isn’t the first or the last person who wants to take the Omnitrix.”

Ben smiled at him, “Don’t worry! If anyone comes after it, I’m gonna kick their butts!”

“Wait! Can you at least tell us who you are and what you know about the Omnitrix?!” Maxwell called.

…Yeah, right. Kraab wasn’t in any state to make up lies that would convince a former Plumber and the capture cube had a time limit, so he just signaled the ship for teleportation. He had a lot of things to report to his captain.


	6. Tourist Trap

The bottomless chasm yawned wide open beneath his feet as Ben struggled to balance on a metal wire. It tore apart and Ben fell down, down, down…

A crystalline hand closed around his wrist in a crushing grip. The bounty hunter dragged him up and smirked, raising his energy blade. Ben struggled to break free as the blade drew closer but his grandfather clamped his hands over his shoulders and pressed him down with a smile that held far too many teeth.

“Don’t be selfish, Ben,” he hissed, his form rippling into green slime. “You know you aren’t a hero. Better give the watch to someone who isn’t as worthless as you.”

The blade bit into his skin and carved it open, revealing nothing but glowing green circuitry beneath. He screamed as it grew and unfolded and surged up his arm, devouring him whole–

Then he woke up.

Ben stared at the ceiling of the Rustbucket. He pulled his left arm from under the covers and looked at the alien device. How many people wouldn’t hesitate to kill or maim him just to get their hands on it?

Ben hid his arm again, suddenly feeling sick. He turned on his side and stared blankly into the darkness, waiting for the morning to come.

* * *

“You’ll have a ball with it. Next exit,” Gwen read aloud from the road signs. “What’s this ‘it’?”

Ben remained slumped in his seat with his head on the table. “Ugh. Who cares? And stop being so loud, dweeb.”

Gwen squinted at him suspiciously, “Did you play video games all night?”

Ben lifted his head slightly. “No. I was just… thinking. About–” he paused and gave a subtle nod at their grandfather, “–stuff.”

“Stuff,” Gwen repeated. Also known as: ‘grandpa is keeping secrets from us, so we’re keeping secrets from _him’_. Which also meant: ‘don’t talk where he can hear us’.

She met his eyes and gave Ben a barely-there nod of acknowledgement. Then she smirked and jeered, “Dreaming about a new ‘Sumo Slammers’ game, doofus?”

“Hey! Don’t you dare diss ‘Sumo Slammers’, dweeb!” Ben protested and surreptitiously gave her a thumbs up for providing a good cover.

“I hope you still had enough rest!” Grandpa Max called from the driver’s seat. “I’ve been planning this stop for months! It’s going to be amazing!”

* * *

“Was grandpa for real just now?” Gwen muttered. “This place is made of boring.”

After arriving into Sparksville, he gave them the tickets and practically pranced away to the motel, but Gwen flat out couldn’t see what he found so exciting about this place. From her point of view, it was even less interesting than the abandoned mining town they had been forced to stop in. What a mess that was…

Gwen stared at the alien watch on Ben’s wrist. She could still barely believe that someone had tried to maim her cousin and nearly killed all of them just to get that thing.

Ben yawned widely, “It’s probably an old person thing. Like prune juice at Aunt Vera’s.”

Gwen tried not wince at another reminder of what their lives had become. Even talking to her parents was becoming a chore, the constant fear of saying the wrong thing keeping her tense. All those secrets she had to keep… And speaking of secrets.

“Grandpa isn’t here, so spill. What’s bothering you?”

Ben rubbed his left wrist, his fingers brushing the dial of the Omnitrix. “Remember when I turned into Upgrade and fused with Kraab?”

Gwen briefly closed her eyes. Of course she did. She had nightmares about his fall. “Yeah?”

“Well, it wasn’t just his body. I was in his head too. It was like… Like we were one person.”

Gwen stared at him blankly. “Uh. That’s… probably not a good thing?”

“Worst headache ever,” Ben confirmed. “We were kinda busy kicking Tetrax’s butt and we didn’t get each other’s memories or anything, but I kinda remember some of his… thoughts? Feelings?”

“And?”

“And it felt like– like Kraab _knew_ Grandpa Max. Or knew _about_ him. Or– or something! I don’t know!”

Gwen swallowed nervously. “But how? Kraab is an alien and grandpa–”

“–Definitely dealt with aliens before,” Ben finished. “He was a Plumber and when I was fused with Kraab, I– I almost knew what it meant.”

“Should we… talk to him about it?” Gwen asked hesitantly.

“Don’t you mean, _force_ him to talk? Get a clue, dweeb! If grandpa wanted to tell us anything, he would’ve done it already! I’ve got an alien watch glued to my arm and a bounty hunter chasing after it, but he still doesn’t want me to use it!”

“Well, maybe he is right? If guys like Tetrax are going to come after you, maybe it would be better if–”

“If _what_?! It doesn’t matter if I use it or not, I still can’t take this thing off! And if they’re gonna come after me anyway, I gotta learn how to kick their butts!”

Gwen sighed unhappily but had to reluctantly agree. With the situation like this, it really was better if Ben trained and gained more experience, so he could protect himself and others.

“Wait a minute,” Gwen snapped her fingers in sudden realization. “Did you notice that he didn’t even try to stop you on the road here?”

As they approached Sparksville, they had encountered a massive car pile-up involving a propane truck about to catch fire. Thankfully, Heatblast could not only produce flames but control them too, allowing Ben to quickly snuff out the fire and free the trapped driver.

“Huh. Now that you mention it… Grandpa didn’t even make that disapproving face he usually does when I go alien,” Ben mused, his expression losing some of its anger. “Do you think he’s finally convinced I can handle this stuff?”

“I dunno. Maybe he just realized how stubborn you are.”

Ben wrinkled his nose, “Whatever. Let’s look around: maybe there _is_ something interesting in this dump. And if not…” Ben smirked and brandished the alien watch, “I’m gonna make my own fun.”

Gwen stared at him blankly then slapped one hand over her forehead and slowly dragged it down. “You know what? I’m not even gonna try to stop you. If you trash this place, it’s still gonna be an improvement.”

* * *

Ben had to admit that when his cousin wasn’t acting all nerdy and dweeby, even the boring middle-of-nowhere place like Sparksville was tolerable. After laughing at the obviously fake stuffed animals, snapping some photos near the building-sized house of cards and other exhibits, and grabbing some hotdogs, they had finally found the mysterious ‘it’.

“Through these doors lies the weirdest, wildest thing ever to find its way to Sparksville,” the mayor of the town (obviously as fake as the exhibits) droned, gesturing at the barn with a large ‘It’s here’ sign on it.

Ben exchanged wry looks with Gwen. After all the stuff _they_ had seen, he highly doubted anything here could surprise them.

The doors opened and they entered the dark building. The walls flashed with warning signs: ‘Do not touch it’, ‘Do not photograph it’, ‘Do not use batteries or electrical equipment anywhere near it’.

And finally, the last sign had moved, revealing…

…A ball of yarn?

Ben gestured at it, feeling more confused than anything, “And this is…?”

“It’s a big ball of rubber bands,” Gwen said flatly. “How exciting.”

“And who knows what secrets lie within?” the ‘mayor’ droned.

The cousins looked at him blankly then turned back to the rubber ball. Was this some kind of a joke?

“Stay as long as you want. Mind the signs,” the guy said and left.

Ben and Gwen exchanged identical looks of disgust. “Lamest thing ever!” they chorused.

“I can’t believe grandpa was so excited about this place,” Gwen huffed. “Or did he just prank us? Because if that’s what he did, then it’s _double-lame_!”

Ben snickered, “Triple-lame?”

“Quadruple-lame!” Gwen pulled on her hair in frustration. “Ben, quick, do something funny before I snap!”

Ben curled his hands into fists and took a boxing stance. “In the green corner is the amazing, sensational, super-mega-special-awesome hero Ben Tennyson! In the _lame_ corner is the rubber ball of boredom, brought to you by grandpa’s weirdness and the fake mayor of Fail-O-McSuckyville!”

Gwen laughed, “Nice.”

Ben grinned and punched the rubber ball. His fist bounced back and nearly hit him in the face.

His cousin smirked, “And this is even better! The oh-so-heroic Ben Tennyson has just lost a fight with a rubber ball.”

Ben shook his fist at her, “I’m just warming up!”

He punched the thing again, a bit more careful with his aim now. First with his right hand, then with his left, then–

Then neon-green lightning arched from his watch. It writhed around the rubber ball and snaked beneath the bands it was made of.

“Gah!” Ben quickly yanked his hand back and stared incredulously at the now red dial of the Omnitrix. “This thing just stole my charge! Isn’t rubber supposed to, like, _stop_ electricity, not steal it?”

Gwen gulped nervously and pointed at the top of the ball where the lightning – yellow now rather than green – began to coalesce. “I don’t think it’s supposed to do _this_ either!”

The large yellow bolt of electricity jumped from the rubber ball into one of the signs hanging on the wall. Then it jumped into another sign, blowing both to pieces, and spiraled around the barn, swirling into a solid shape.

“Is this a battery?!” Ben blurted out incredulously.

What the lightning had coalesced into had certainly _looked_ like one with its black and yellow cylindrical body, but he was fairly sure that normal batteries didn’t have arms or legs and they certainly didn’t _laugh_.

The thing (creature? _alien_?) melted back into raw energy and jumped into the wiring on the walls. It didn’t reappear.

“What _was_ that thing?” Gwen yelped.

“I– I don’t know,” Ben stammered. “But we gotta catch it!”

Gwen threw her hands in the air, “How?! It’s made of lightning and it’s fast like one! And what the heck are you gonna do if it steals the charge from your watch again?”

“Gwen, please! We don’t know why that thing was in here. What if it hurts someone? I– I don’t want anyone getting hurt because of me.”

“But… it didn’t try to hurt _us_ , right? It just stole your charge. Maybe it already left this town?” Ben only looked pleadingly at his cousin and she finally sighed, “Fine. We’ll try to catch that thing.”

Ben gave her a grateful smile and rushed out of the barn.

* * *

After searching the town for hours, the cousins finally had to admit defeat. The living battery was nowhere to be found.

“I don’t think it’s even here anymore,” Gwen grumbled as they dragged their feet towards the motel. “Maybe it just got bored and ran away from this lousy town.”

“Or it _knows_ that we’re looking for it,” Ben replied.

Gwen sighed, “You wanna search till morning? If it appears again, we’ll try to catch it, but for now, I’m going to sleep.”

“We’re gonna wake up and this whole town will be trashed,” Ben said pessimistically. “I just know it.”

* * *

“I don’t wanna say ‘I told you so’, but… I told you so,” Ben muttered when he looked out of the window the next morning.

The living battery certainly had a busy night. The whole town looked like a tornado had passed through it: overturned cars, broken lampposts, shattered windows, and far too many scorch marks.

He rubbed the side of his watch and looked away despondently, “Grandpa is so gonna blame it all on me…”

Gwen rolled her eyes and lightly punched his arm, “No one knows you had anything to do with this, doofus. Just stay silent and play dumb. Should be easy for you!”

Ben scowled at her half-heartedly and shuffled out of the motel.

Their grandfather wasn’t happy to see them. “Benjamin. Gwendolyn. I don’t suppose you know anything about this?” he asked.

“Everything looked fine when we went to sleep,” Gwen said, which wasn’t even a lie. “Maybe there was an earthquake at night or something?”

Grandpa Max raised an eyebrow, “How coincidental.”

Gwen shrugged with a smile that looked a little too forced, “Well, ever since Ben got his watch, we just seem to attract weird stuff.”

“Do you think it’s aliens again?” her grandfather frowned.

“Don’t be ridiculous. There is no such thing as aliens,” the ‘mayor’ droned. “And we already know who is responsible for these juvenile acts of vandalism.”

Grandpa Max gave Ben and Gwen a suspicious look then turned to the ‘mayor’. “And who might that be?”

He got his answer when yellow lightning jumped out of a broken lamppost and solidified into a living battery right behind Ben’s back. It grabbed the Omnitrix, once more turning the dial red, blew a raspberry at him, and changed back into raw electricity. Then it jumped into a soda machine that by some miracle managed to survive the destruction.

“Hey! Stop stealing my charge, you stupid battery thing!” Ben yelled.

In response the soda machine rumbled to life and spit a can at him. Then another. And another. More and more soda cans flew out, forcing them to dive for cover behind an overturned car.

“That was a Megawatt,” the ‘mayor’ said.

“Mega… what?” Ben asked.

“Exactly. Normally, wrapped up tightly inside ‘it’… That is, until the last night.”

“And… what exactly is it?” Grandpa Max asked.

“Some say it’s lightning come to life. Others think it’s static cling run amuck. Tough to say.”

Gwen rolled her eyes. How exactly were those suggestions more likely than aliens?

“The Megawatt has been here for years, always causing mayhem and property damage whenever it gets loose.”

Gwen mulled this over for a few seconds, “So you keep it trapped in that ball? Seems kinda cruel. I’d be pretty ticked off too. Did you at least try to talk to it? Find out what it wants?”

The ‘mayor’ glared at her, “The Megawatt doesn’t speak any human languages. All it does is cause trouble. We need to catch it before it causes further destruction.”

* * *

Wet, singed, and splattered with ketchup, Ben had to admit that the Megawatt was a much tougher opponent than it seemed at first glance. The annoying little battery had graffitied the Rustbucket, broke the world’s largest fishbowl (not the greatest loss in the world, he had privately thought), and blew apart the house of cards. And now it was hovering in the air just out of Ben’s reach, making faces at him. If only he could transform…

As if hearing his thoughts, the Omnitrix beeped and flashed to green.

Ben quickly twisted the dial without even looking at what alien he was choosing but the Megawatt was faster. It reached towards the Omnitrix, no doubt trying to steal its energy again.

The alien watch had other ideas. A blast of green light threw the Megawatt away, the Omnitrix seemingly as sick of its shenanigans as Ben himself was. (He had to wonder once again if it was actually sentient.)

The living battery screeched and shook its tiny fist at him, its perpetual grin changing to a scowl at its inability to absorb the energy.

“Serves you right for trying steal from me!” Ben snapped. “What is even your problem?! Why are you making so much trouble? If you want to be free, then _leave_! Go back to your home planet and leave us alone!”

The Megawatt stared at him silently and for a moment Ben hoped that it would answer. Then it blew a raspberry at him and disappeared into the power lines.

Ben groaned in frustration. Trying to talk didn’t work (was it even intelligent enough to understand him?), trying to catch it wasn’t working so well either… And even though he could use the Omnitrix again, it wasn’t like he had any alien fit for the job. What was he supposed to do? Try to grab the Megawatt with his bare hands when it was fast as lightning, selectively solid, and more than capable of zapping the living daylights out of him?

He tried to think of some plan but kept drawing a blank. He just wasn’t smart enough.

…But he _could_ be.

* * *

Gwen slowly dragged her feet down the ruined streets. After spending what seemed like eternity trying to catch the awful creature, she was completely exhausted. Gwen had no idea where it was, where Ben and Grandpa Max were, or even where she herself was. Forget trying to understand the Megawatt! All she wanted right now was to find the annoying little battery and wring its tiny neck!

A movement in the corner of her eye and the clanking of metal attracted her attention. Gwen looked through a broken window of what seemed like a home appliance shop. “Ben? What are you doing in there? …Is this a vacuum cleaner?”

Ben, currently in the diminutive shape of frog-like Grey Matter, waved at her and cheerfully said, “Not anymore it isn’t!”

He tweaked a few wires inside the… _device_ and reverted back to human form in a flash of red. Then he grabbed the handle of the former vacuum cleaner with one hand, the hose with the other, and ran out of the shop.

Gwen quickly followed, her exhaustion dissipating at the sweet thought of revenge. “What’s the plan?” she asked. “Are you gonna trap the Megawatt inside that thing?”

Ben grinned, “Almost. You’ll see.”

* * *

They had found the horrible creature near the town hall. It was busy grabbing the world’s biggest toothpicks and throwing them like spears at whoever tried to approach. Incidentally, they had found Grandpa Max and the ‘mayor’ there too.

“Grandpa, I know how to deal with the Megawatt,” Ben said quickly, keeping his voice down just in case the creature could actually understand him. “But we gotta lure it closer. I can try to go Stinkfly and get up there, but I don’t think it’s gonna stay in one place long enough for me to recharge.”

Besides, he didn’t want to advertise his powers too much.

Gwen narrowed her eyes, “Lure it closer, huh?”

Then she ran towards the Megawatt.

“Hey, Megaloser!” she yelled. “Why are you hiding so high up? Afraid you’re gonna get your butt kicked? Chicken, chicken, bawk-bawk-bawk!”

The creature made an angry noise and hurled a giant toothpick at her. So it _could_ understand her after all.

Gwen nimbly avoided the missile and stuck her tongue out, “Na-na-na-na-na! Missed me, loser!”

Another toothpick was thrown at her but Gwen ducked under it, letting it sail harmlessly over her head, “Loser, loser, chicken loser! Can’t even get me!” She put her hands under her armpits and flapped her arms, “Bawk-bawk-bawk!”

That was the last straw and with a shriek of rage the Megawatt flew towards her only for Ben to intercept it and activate the not-quite-vacuum-cleaner. Currents of energy flew from the Megawatt into the device, draining its charge in seconds.

The creature swayed in the air and dropped down. It scowled and tried to float back up but it couldn’t lift itself higher than a few inches off the ground.

“Now listen here, you stupid battery!” Ben snapped and threateningly brandished the former vacuum cleaner. “Are you gonna stop making a mess or do I have to stick you back into that rubber ball?”

The Megawatt flinched and lowered itself back to the ground.

“I’m gonna let you stay free,” Ben continued, “but only if you promise to not make any more trouble or it’s back to the rubber ball for you! Understood?”

With visible reluctance, the Megawatt nodded.

* * *

“I’m not sure this is a good idea,” the mayor (who was apparently the real deal after all) said, glaring at the sullen Megawatt. “I don’t trust this creature.”

“Well, if it starts causing trouble again, you can just use this thing to stop it,” Gwen reasoned, gesturing at the device Ben made.

The mayor wrinkled his nose, “I’d rather put the Megawatt back inside ‘it’, but I suppose that wouldn’t work for long. No one ever reads the signs.”

Then he grabbed the former vacuum cleaner and walked away, looking just as bored and half-asleep as usual.

“Heard that, battery-thingy?” Ben said, addressing the Megawatt. “Behave. And don’t break the rules!”

The creature stuck its tongue at him. Ben only rolled his eyes and headed towards the Rustbucket.

“Perhaps you should start applying that to yourself,” Grandpa Max said. “Admit it: the Megawatt’s escape was your fault.”

Ben huffed and looked away. “It was an accident, okay? I only touched that rubber ball and the Megawatt stole the charge from my watch. How was I supposed to know this would happen?”

“And it all turned okay in the end,” Gwen added. “No one got hurt and the Megawatt doesn’t have to be stuck in that ball anymore.”

“That doesn’t change the fact that you broke the rules and then _lied_ to me!” Grandpa Max snapped. “Accident or not, I don’t want you to lie and keep secrets from me again. Got it?”

Ben scowled but before he could say anything, Gwen sighed heavily, “You’re right, grandpa. Keeping secrets, especially _important_ secrets, from your family is just _so awful_. And we’re so sorry we lied to you, when you have always been _completely honest_ with us and told us _everything_ we ever needed to know.”

Ben felt his eyes widen. Did she just…? He looked at Grandpa Max, trying to guess whether he got the hint, but his stony expression remained unchanged.

“I’m glad we’re on the same page,” was the only thing their grandfather said before turning around and heading towards the RV.

Behind his back, Ben and Gwen exchanged incredulous looks then scowled in unison. Even now he was going to pretend that he knew nothing? Fine then. Three could play this game.


	7. Kevin 11

Gwen gasped in delight, “Wow! This hotel has everything!”

“Why are you so excited about this stupid place?” Ben grumbled.

He crossed his arms and sat down on the red carpet of the foyer. Sure, it looked fancy, but it was just a place to sleep, wasn’t it? He’d much rather spend his time looking around New York.

“Two words, doofus: room service. Also known as _real food_.”

Ben perked up, now much more interested, “Okay, that’s a pretty good reason.”

“There’s also a pool, a spa… not that you’re gonna be interested in those. When was the last time you showered? You smell worse than Stinkfly.”

“Hey! I washed yesterday!”

“Swimming as Ripjaws in a swamp doesn’t count.”

Ben rolled his eyes, “Fine, I’ll swim as Ripjaws in the pool. Happy?”

Gwen slapped her forehead, “Why do I even try?”

“Okay, kids, everything is in order and I have the keys,” Grandpa Max said once he finished his conversation with the receptionist. “Come on, let’s see our room. And remember: we’re only here for one night, so let’s try to make the most of it.”

Ben jumped back to his feet, “Sure! Show us the room service!”

Grandpa Max raised an eyebrow, “Why would we need room service when we have our own food?” He patted his briefcase, “Wanna help me cook? I have some nice, juicy crickets here.”

“He misspoke!” Gwen yelped. “You know the doofus: can’t tell the difference between room service and spa service.” She laughed nervously, “We’re totally full!”

“Yeah! I just… wanted to see what’s interesting in this nice hotel,” Ben added quickly. “I heard… there is a pool in here?”

Grandpa Max frowned, “No turning into Ripjaws to scare people, Ben. _Again_. I don’t want us to be thrown out of this hotel _that I have already paid for_ because you want to play around with your watch.”

“That was a total accident!” Ben complained. He had just wanted to swim around for a bit. How was he to know that there were people there? It was a swamp!

And why did Grandpa Max always assume the worst?

“Don’t worry, grandpa, I’ll make sure he doesn’t do anything stupid,” Gwen said. “We’ll just look around a little.”

“…Alright. Just don’t wander far from the hotel, okay? New York is a very big city and I don’t want you to get lost.”

They promised to be careful and hurried outside in search for food.

* * *

After grabbing some hotdogs, the cousins wandered around the streets until they stumbled across an arcade.

“Finally, something fun!” Ben grinned. He still had some of his allowance left and going back to his grandfather’s culinary horrors was the last thing he wanted.

“Ugh. Arcade, really? If you wanna play video games, we can just go back to the hotel,” Gwen grumbled.

“I didn’t know you liked crickets so much, dweeb.”

Gwen shuddered in disgust, “Oh, right. I almost forgot.” She sighed heavily, “Arcade it is then.”

They entered the building, Ben busy with buying tokens and choosing a game to play and Gwen trailing slowly behind him. She leaned against the wall with her arms crossed, looking at once bored, annoyed, and disapproving.

Ben ignored her and put his tokens into one of the games that seemed interesting. But before he could even begin to play, the screen flashed with a ‘Game Over’ message.

“Hey! I just started!” Ben yelped. “This thing ate my tokens!”

Gwen rolled her eyes, “Read the sign, doofus. It says ‘Play at your own risk’.”

“…Does this mean I’m not getting my tokens back? Man, this place is a rip-off!”

“Serves you right for being an unobservant dork.”

Ben stuck out his tongue and headed towards the exit, “Ugh, let’s just go somewhere else. There’s gotta be something interesting in this city. It’s _New York_!”

Gwen dragged a hand down her face, “We’re not supposed to go too far away from the hotel, remember?”

Ben carelessly waved her off, “Oh, come on! XLR8 or Stinkfly can get us back in no time.”

Gwen let out a frustrated growl and stomped through the doors onto the street, “Why do I keep agreeing with you? Why do you keep making sense?!”

“That’s ‘cuz I’m awesome and you know it,” Ben snickered, following her outside.

Then he froze. He could see a gang tormenting some boy in a dark alley right behind the arcade. And no one cared to help!

His eyes narrowed in anger. Well then… The times when he could do nothing but watch or get beaten himself had passed. Ben twisted the dial of the Omnitrix and slammed it down.

* * *

“What’s the matter, freak?” one of the gang members sneered. “Forgot to charge your batteries?”

Kevin bared his teeth and struggled to break free but the others held him tightly. If only he could touch the wall of the arcade… He could feel the energy rushing inside the electric cables laced through it but still it remained out of his reach.

Their leader flicked his switchblade open and trailed its tip over Kevin’s neck. The pressure wasn’t strong enough to slice his skin open, but the threat was clear. “I told you, freak: this is your last chance. Work for us or I’ll gut you where you stand.”

“Really? You’re gonna murder me right in the middle of the day?” Kevin sneered with more bravado than he truly felt. “Wonder how long it’s gonna take before the cops bust your ass.”

The gang leader laughed, “Who the fuck is gonna care if some freak-ass street rat ends up dead? That’s not murder. It’s called _taking out the trash!_ ”

One of the gang members let out a deranged giggle, “Community service. We’re keeping the streets clean from garbage like you.”

Kevin swallowed his fear and gathered what meager drops of electricity still remained in his body. If he could just zap them strongly enough to break free…

“How about you pick on someone your own size?” a deep voice growled and Kevin looked up to see a huge four-armed man with crimson skin and four yellow eyes.

“Oh, look, another freak! Ain’t it early for Halloween?” the gang members jeered but Kevin didn’t believe for a second that this was just a costume.

He could see all four arms move freely as the man pounded his fists together. No way was this fake. Just what kind of a monster was this guy?

And the answer was: very, _very_ strong. He picked up the gang leader by his collar like the guy weighed nothing and threw him down the alley.

The two that had been restraining Kevin let him go and charged at the four-armed man, too stupid to realize that even without taking the additional limbs into account he was still a foot taller and three times bulkier than them. The man simply grabbed them and shoved them into a dumpster like the trash they were.

The last one he threw over his shoulder, sending him to take a nap along with their leader.

“He shoots, he scores!” the man laughed and dusted his hands off. Then he turned to Kevin, “You okay?”

Kevin shivered slightly, shaking off the residual fear, and nodded, “Yeah, I’m– I’m fine. Thanks for the help, I owe you one.”

The man waved him off, “Nah, just doing my job.”

“…Your job is to beat up assholes like these?”

The man laughed, “That too! I’m a hero!”

Kevin awkwardly rubbed the back of his neck, “Uh, never heard of you. Sorry. Then again, I don’t have a TV. Or a radio. Or… anything, really.”

“I’m kiiiinda trying to keep a low profile?” the man shrugged. “Doesn’t really work half the time but whatever. I’m not gonna just stand around and do nothing when somebody needs my help.”

The strange icon on his shoulder started to beep and flash red. The man blanched and turned to leave, “Uh, it was nice to meet you. Gotta bail!”

That was when the gang leader stood up with a snarl and lunged at the man with a knife raised.

“Look out!” Kevin cried.

In a bright flash of red light, the four-armed man disappeared, leaving in his place an ordinary boy who looked even younger than Kevin himself.

“No way…” Kevin whispered.

The cool monster dude was a kid?! A kid with superpowers… Just like him.

The gang leader rubbed his eyes and whipped his head around, “Hey! Where’s that fucking freak?” Then he snarled and grabbed the boy by his shirt, hoisting him up, “You! Where did that four-armed freakshow run off to?”

“I– I don’t know?” the boy stammered.

He didn’t transform back. So did that red light mean that his batteries had run out, just like Kevin’s did? Well then… It was a good thing that one of them could _recharge_.

Kevin slammed his hand over the wall where he could feel a knot of cables right beneath the plaster and _pulled_. Energy flowed into his body and he sent the gang leader flying with a bolt of electricity, knocking him unconscious.

The current weakened, cables breaking and melting under his touch, but Kevin kept pulling, storing as much energy within himself as his body could handle. He was distantly aware that he had caused a blackout inside the arcade but he didn’t particularly care. He didn’t want to be caught bare-handed again.

The boy looked at him with wide eyes, “Uh… thanks? How’d you do that?”

Kevin let small arcs of electricity stretch between his fingers, “I’ve got some skills. And… I guess you do too.”

* * *

Gwen gave the boy her cousin saved an assessing look. Black sleeveless shirt with torn edges, combat boots, metal bracelets on his wrists… The getup practically screamed ‘delinquent’, not to mention his language. He looked like the exact kind of person her parents would warn her against hanging out with.

It was a good thing then that her parents weren’t there. (And if they had been, this would’ve been the least of her worries.)

“You’re not gonna tell anyone about this, right?” Ben asked apprehensively.

The boy stared at him incredulously, “Dude, you just saved my life! I’d be a total asshole if I sold you out. And besides, you think I wanna end up dissected along with you? I’m not an idiot.”

“Why were these guys after you anyway?” Gwen asked.

The boy scowled, “They wanted my powers. Wanted me to work for them. Then tried to beat the shit out of me when I refused. I trashed their hangout and ran, so now they’re out for blood.” He gave the unconscious gang a wary look, “We should bail out. I don’t wanna be here when they wake up.”

Ben laughed nervously, “Good point. Let’s go.”

* * *

“So, what’s your name?” Ben asked as they walked down the streets without a destination in mind.

“Kevin. And you are…?”

“I’m Ben. And that’s my dweeby cousin Gwen,” he introduced.

Kevin tilted his head, “Can you turn into a monster too, Gwen?”

“Ugh. No, thank goodness. Ben alone is gross enough,” she scoffed.

“She’s totally jealous,” Ben whispered loudly. “And I don’t just turn into a monster, I can turn into _ten_ monsters. Uh, aliens.” He raised his left arm, “See this thing? It’s called an Omnitrix. I found it in a space pod and it’s the coolest thing ever!”

Kevin’s expression fell, “Oh. So it’s a tech thing? I– I thought you were like me.”

“What do you mean?” Gwen asked. “Where did you get your power?”

“I think I was born with it, but it appeared when I was about six,” Kevin replied. “I’m like an energy sponge: TVs, lamps, air conditioners… As long as it has electricity, I can absorb it and use it.”

“That sounds totally awesome!” Ben grinned.

Kevin shrugged awkwardly and shoved his hands into his pockets, “It kinda is, but most of the time my powers just get me in trouble.” He laughed mirthlessly, “I mean, you saw those assholes, right? Ever since my folks died, everyone who found out about my powers either wanted to kill me, use me, or fucking dissect me. You’re probably the first people I’ve met who don’t think I’m some kind of a freak that’s better off dead.”

“Man, that’s awful,” Ben muttered. What were you even supposed to say in this situation?

“What about your other relatives?” Gwen asked.

“Hah! _What_ other relatives?! Dad didn’t have any siblings and his parents were dead. Mom–” Kevin scowled, “Well, the less said about that side of the family, the better. They pretty much disowned her just ‘cuz mom wasn’t married when she had me, but they were _really_ quick to snatch up our house and money after she died and kick me into the foster system.”

“…I’m so sorry,” Gwen whispered.

Kevin dragged a hand down his face and gave her an apologetic look, “No, I’m sorry. We’ve only just met, and here I am, dropping all my bullshit on your head. I swear, I’m not usually this depressing.”

Ben clapped his shoulder, “Hey, don’t worry. When you gotta rant, you gotta rant.”

“Thanks…” Kevin shook himself off and added with a forced cheer, “Hey, wanna see my place?”

* * *

Kevin led them into the part of the city that was the complete opposite of their fancy hotel. Ben warily kept his hand on the Omnitrix as they walked through the grimy, narrow alleys, passing by the homeless people living there. No one tried to mess with them though, thanks to Kevin glaring down anyone who tried to approach. With his head held high and a scowl firmly fixed on his face, he moved like he owned this place. It was only when they descended into an abandoned subway station that Kevin slumped down and dropped his act.

He smiled wryly at their unspoken questions. “First rule of living on the streets: you gotta act like fucking with you isn’t worth the trouble. Second rule of living on the streets: if it comes down to that, get ready to back it up.” Kevin flexed his fingers slightly, electric sparks dancing between them, “News travel fast and most people have enough common sense to stay away from a freak like me.”

“You’re not a freak, Kevin,” Ben said trying to put all his honesty and conviction into these words. “You’re a cool guy who just got really unlucky.”

Kevin gave him a grateful smile then gestured at the abandoned station that was crisscrossed with metal wires, “Well, here we are. Home, sweet home. Wait here for a sec: I gotta turn off my security system.” He dived into the wires, pushing them away with his bare hands. “One of the reasons I picked this place is ‘cuz it still has electricity. It’s not strong enough to seriously hurt anyone but it still packs one hell of a punch. I don’t usually have guests and I don’t want to get my stuff stolen. What stuff I have anyway. And I sleep better with all this electricity around. It makes me feel safer.”

“But why aren’t you in the foster system?” Gwen wondered.

Kevin shrugged, “The folks who wanna adopt look for someone cuter and less messed up. And it wasn’t like I could just keep living in the group home: my head wasn’t in the right place back then and my powers were all out of whack. I kept zapping everybody and everything. The others thought I did it on purpose, so everyone was either terrified of me or hated me. Then I overheard the so-called caretakers planning to send me away to some research lab. I didn’t want them to cut me up, so I ran away. I’ve been living on the streets ever since.”

“That’s horrible!”

“It’s not that bad. With my powers, I can steal money from ATMs and since I look a bit older than I really am, people usually don’t ask questions if I go to the store to buy something. Honestly, it could’ve been a lot worse.”

Ben really didn’t know what to say to this, so he just waited in silence while Kevin riffled through the wires.

Finally, he disconnected one and waved them over, “Okay, that was the main one. You can come in now.”

The cousins carefully moved around the wires, still unwilling to touch them, and headed towards a sad-looking shelter built out of wooden crates and pieces of tarp.

Kevin sat down on one of the crates and pushed two more towards them, “Come on, don’t stand around.”

Ben perched on his crate and looked around the shelter. It had a rolled-up sleeping bag inside it, several bottles of water, some snack foods, an old backpack stuffed with clothes, and a stack of comic books.

Ben picked one up, “X-Men?”

Kevin smiled, “It kinda speaks to me, you know?”

“Do you think you’re a mutant?” Gwen wondered. It was hardly the craziest explanation for his powers.

“I dunno. Maybe…” Kevin trailed off.

“Maybe what?”

“Well, you see, my dad was technically my step-dad. The other guy… Honestly, the only thing I know about him is that he was some jackass who abandoned my mom while she was pregnant with me. When I got my powers, mom tried to contact him, since we thought that maybe I got those from him, but she couldn’t find any trace of him. Maybe he’s dead. Or left this planet. Good riddance, I say.”

“You think he was an alien?” Ben wondered. He had already seen aliens that could shapeshift, it would make sense if Kevin’s biological father had a similar ability.

“Maybe. Or a mutant. Or some kind of mad science super-soldier. I don’t know and… I don’t think I ever will.” Kevin sighed and shook his head with a rueful smile, “Well, that got kinda heavy! Again. Sorry, I really don’t know when to shut up. So how about you tell me more about this space watch? I bet you did a lot of cool stuff with it!”

* * *

“So lemme get this straight: your grandfather has dealt with aliens even _before_ you found this watch but he still refuses to tell you anything?” Kevin tried to clarify after hearing them recount all the weirdness that happened since the first day of their roadtrip.

Ben scowled, “Yeah. What the heck is his _deal_?!”

“No idea, but it kinda makes me wonder how much our parents know,” Gwen said. “What if our whole family is keeping secrets from us?!”

She yelped when she suddenly felt her phone buzz in her pocket. Gwen quickly pulled it out and stared at the caller ID. Speak of the devil…

“Let me guess… Grandpa?” Ben asked.

She nodded and took the call.

“Gwen, where are you? It’s getting late,” she heard her grandfather say.

She winced, “Sorry! We were at the arcade and then kinda lost track of time. We’ll be back soon.”

“Alright. Just don’t get distracted again: I was starting to worry.”

“Ok, grandpa. Bye.” Gwen hung up and sighed heavily, “We gotta go.”

“But– But– But we have to leave tomorrow!” Ben yelped. “We’ll leave and– and– Can’t we just stay a little longer?!”

Gwen looked away, “We can try but… I don’t think grandpa will agree. Sorry, Kevin.”

He sighed, “It’s alright, I get it. And to be honest, I was planning to leave New York myself. I can’t stay for long in one place without getting the wrong kind of attention. And, well, you saw what happens when I do.”

“Where are you gonna go?”

Kevin shrugged, “Wherever the train I can sneak on goes. I’ll try to leave tomorrow, since it’s actually easier to get in during the day than at night. Nobody expects it. I just gotta follow the crowd.”

“This is so unfair…” Ben muttered. “We’ve only just met and we already gotta leave?”

Gwen snapped her fingers at the sudden idea, “Wait, Kevin, can you get a cell phone? I can give you my number and we’ll be able to at least talk to each other.”

Kevin stared at her with wide eyes, “I… probably can? I didn’t even think about this… But I don’t have enough money on me. I’ll need to steal more.”

“But isn’t it easier to just steal a phone?” Gwen asked, squashing the small inner voice telling her that theft was a crime.

Kevin shook his head, “I don’t wanna cause problems for anyone, so I try not to steal from people. And stealing from stores is usually too much trouble. But stealing from ATMs only hurts banks. They’re already rich, I think they can afford to lose a few bucks.”

He did have a point. Gwen just hated how matter-of-fact he was about it. About being homeless and alone, forced to steal and sleep on the streets…

“You can stay the night in our RV,” Gwen heard herself say, the words tumbling out of her mouth before she could even think about them.

Ben quickly jumped in, “Grandpa probably won’t let you stay in the fancy hotel, but the Rustbucket is still better than this place. No offence.”

Kevin laughed, “None taken! I know it’s lousy.” He smiled softly, “Thank you. You really have no idea how much this means to me.”

Ben shifted uncomfortably, “It’s kinda the least we can do.”

Gwen silently wished they could do more.

* * *

Ben watched his new friend quickly and efficiently gather his meager possessions and put on his backpack.

“Ready?” Gwen asked.

After receiving a nod in response, they headed towards the exit.

Ben felt his thoughts swirl in a chaotic jumble, trying to find a way to help Kevin. Maybe they could convince Grandpa Max to give him a lift to the next city? Or maybe even–

His thoughts stuttered to a halt at the sight of four horribly familiar figures entering the station. They were all smirking with even more familiar malice and all were holding guns in their hands.

Something slammed into him and knocked him down, the sound of a gunshot echoing in his ears. His back hit the ground and for a moment he couldn’t breathe. Then he felt something lying on top of him. Something… someone? There was black hair in his face and thin arms wrapped around him.

“…Kevin?”

Ben could feel something warm dripping down his side. He stared down and kept staring at the ever-growing puddle of red.

Kevin was bleeding.

Kevin was bleeding because he was shot.

Kevin was shot because he pushed Ben out of the way.

He could distantly hear Gwen’s voice and the gang jeering and cocking their guns, ready to fire again. He could feel Kevin’s ragged breathing and smell the copper scent of his blood.

His friend was hurt because he saved Ben.

…No. He was hurt because _they_ hurt him.

And they were going to _pay_.

* * *

Gwen saw them fall ( _down, down, down, into the gaping ravine_ ). She heard the mocking jeers ( _‘What a pathetic gathering of worthless prey’_ ) and looked up to see a gun pointed in her face.

“Would you look at that! The freak has a girlfriend!” one of the gang members sneered.

“Better put her down too,” another said. “Who knows what kinda disease she caught from that creepy fuck?”

There was a flash of green and rush of wind and XLR8 crushed the gun in a three-fingered hand. He didn’t talk, didn’t show off, just quickly and efficiently disarmed the rest. (And if the gang members cried in pain, their hands crushed along with their guns, Gwen didn’t have an ounce of sympathy for them.)

Ben knocked them out with quick punches and kicks and knelt down next to Kevin. His bladed fingers snipped off his backpack and hovered uncertainly over the wound right beneath his ribs.

It was still bleeding.

Ben carefully gathered their friend into his arms. “Get on my back, Gwen,” he ordered quietly.

She quickly obeyed and clutched his shoulders, his tail giving her just enough support to not slip off. The world blurred, wind whistling in her ears, and Gwen hid her face in his back. She didn’t have the strength to pretend that she wasn’t crying.

She didn’t know where Ben was heading, she could only distantly hear cars, voices, and doors slamming. Then he screeched to a halt and she heard their grandfather’s confused voice asking what happened.

Her numb hands released their deathly grip on Ben’s shoulders and she slid down and knelt on the carpet of their hotel room, her legs incapable of holding her up. “Grandpa, help. _Please_.”

* * *

When the Omnitrix turned him human, Ben’s shirt was soaked through with blood. He took it off with numb hands and scrubbed his skin until it was raw and aching, but he still felt dirty. The copper stench refused to go away and the sound of that gunshot still echoed in his ears.

Ben leaned heavily against the wall, his trembling legs barely keeping him upright, and stared at Kevin’s pale, unmoving form. Grandpa Max had stitched and bandaged his wound, promising it was just a graze that wasn’t as bad as it looked.

It didn’t make Ben feel any better. (How could it when those who hurt innocent people remained unpunished?)

He could distantly hear Gwen arguing with their grandfather but their words kept blurring together into barely comprehensible noise. It was a sound like a rushing river and Ben was trapped beneath its freezing waters, cold and numb.

Then familiar green flickered in the corner of his eye: the Omnitrix had finally recharged.

Somehow it made him feel even colder.

Ben clasped his hand around the dial and pushed himself away from the wall. He stumbled closer to Kevin and knelt at his side.

“…Kevin? Can you tell me where to find that gang?”

* * *

Gwen felt dizzy and out of breath after arguing with Grandpa Max for what seemed like hours. First he insisted on calling the hospital which would’ve been a death sentence for Kevin if anyone discovered his powers and people like Thompson got wind of them. Then he claimed she was too attached to someone she had just met (which was fair enough, if not for the fact that she knew more about Kevin than she did about Max himself).

It took her repeatedly emphasizing that Kevin had saved Ben’s life for Grandpa Max to even _consider_ letting him stay.

But eventually she succeeded: unless Kevin’s injury got worse, Grandpa Max promised to treat it himself (trying to antagonize him right now was probably a bad idea, so the questions of how a mere plumber was such a good medic could wait for later). And since they had to leave the next day, Kevin could travel with them until he had fully recovered.

Gwen was just about to tell Ben the good news when she realized that he was nowhere to be found.

* * *

Heatblast was a creature of fire and magma. He could create flames but he didn’t feel their heat. He never felt hot and only rarely cold.

Right now, he was freezing.

The hideout under the bridge was burning, the raging flames encircling it fully. There was no exit, no escape… Nowhere for that scum to run. The gang members were still trying to fight back – cornered rats holding knives in bandaged hands – but Ben only flared his flames brighter (they felt burning cold).

The old bridge was breaking apart from the heat, metal pipes falling down from rusted hinges. It was easy for him to pick one up and throw it at the gang, trapping all four of them in the ever-shrinking eye of the storm, surrounded on all sides by the raging inferno.

Ben stared down at them and felt colder than the outer reaches of space. It would be easy, _so very easy_ for him to simply turn around and walk away. _Do nothing_ and leave them to their fate.

They were saying something, begging, _pleading_ , but all Ben could hear was the sound of that gunshot.

All he could feel was freezing cold.

* * *

Gwen crossed her arms in irritation, “What’s taking that doofus so long?”

Ben should’ve been back already. How long did it take to beat up a few punks anyway if one was a superpowered alien?

“…Shouldn’t have told him where their hangout is,” she heard Kevin mutter. He still looked a little out-of-it.

Gwen pursed her lips, “If you didn’t, Ben would’ve just turned this entire city upside-down searching for them.”

“Just because Ben is stubborn, doesn’t mean we should enable him,” her grandfather disagreed.

The sound of the front door being opened stopped their argument before it could truly begin.

“Ben! Where have you been?!” Gwen asked.

Her cousin awkwardly rubbed the back of his neck and put down the familiar old backpack. “Sorry. I didn’t want to just leave this stuff, so I went back to the hideout.”

“Thanks,” Kevin whispered. “It’s kinda all I have.”

Ben gave him a pale smile, “You saved my life. It’s the least I could do.”

“You okay? Those guys didn’t hurt you, did they?” Gwen asked.

“I’m fine, don’t worry. And they won’t be causing any more trouble, I promise.”

After a long, annoyed tirade from Grandpa Max and a promise to at least warn them next time, they all went to sleep, knowing that despite the far too eventful day, they had to move out in the morning.

And somewhere in the city a local police department was scratching their collective heads over four terrified and slightly singed gang members they had found on their doorstep almost begging to be taken in.

**Notes for the Chapter:**

> UA claiming that energy absorption leads to madness was a stupid cop-out that I refuse to endorse, but at least it was _some_ explanation for Kevin’s heel-face turn. I love AF, I really do, but couldn’t the writers give us some backstory first? Or, you know, a proper redemption arc? And maybe _not_ nerf Kevin’s powers into oblivion?
> 
> Also, can we talk about how in the original episode a warehouse with videogames was protected by a SWAT team with guns and freaking helicopters? My suspension of disbelief just crashed and burned.


	8. The Alliance

The Rustbucket pulled into an unremarkable small town and stopped at a gas station.

“Alright, kids, I need to refuel the Rustbucket,” Grandpa Max said. “And probably wash it,” he added with an amused look at Ben.

Ben whistled innocently, pretending it wasn’t him who finger-painted the dusty RV.

“Can we look around a little?” Gwen asked.

Grandpa Max shrugged, “This is just a pit stop. I’m not even sure what this town is called, so I don’t think there’s anything you kids will find interesting here. But you can go buy some snacks at the store.”

“Can I go too?” Kevin asked. “I’m sick of staying in bed. Just a bit of fresh air?”

Grandpa Max gave him an assessing look. “You do look better… Very well. But don’t get too far away, stick close to Ben and Gwen, sit down immediately if you start feeling lightheaded, and keep drinking water.”

Kevin saluted him with a water bottle, “Yes, sir!”

Grandpa Max smiled, “Then go have fun, you three.”

“Are you _really_ sure you’re alright?” Gwen asked as they exited the RV and walked towards the store.

Kevin rolled his eyes, “I’m not dying, okay? This is just a snack run, not a marathon. Plus, I really need to charge my batteries.”

“I thought you charged right before we left New York,” Ben said.

“I did but I used it all up already. It doesn’t matter how much I stock up. Electricity is kinda like food to me: you can’t just eat enough to last a year. And I need a lot more energy if I’m sick.”

“Grandpa did say that you were healing a bit faster than normal…” Gwen mused. “I guess your powers are helping a little.”

Kevin smiled at her, “See? I’m fine.” He tried to spread his arms but winced and clutched his side with a hiss and a muffled swear, “Almost fine. Uh… will be fine?”

Ben gave him a skeptical look then shrugged, “It’s your funeral, dude.”

“And if we don’t buy any food, it’s gonna be _our_ funeral,” Gwen sighed.

“Your grandpa’s cooking can’t be _that_ bad,” Kevin replied.

The thousand-yard stares Ben and Gwen directed at him made him shiver.

“It’s _worse_ ,” they said in unison.

* * *

Kevin flexed his fingers, barely stopping himself from grabbing the first electrical appliance he saw and draining it dry. The gnawing emptiness in his stomach demanded energy but still he kept stalling. No matter how careful he was, there was still a high chance he would fry whatever he tried to charge from and he didn’t want to cause any trouble for the manager of the store.

At least, more trouble than Ben had already caused.

He stifled a snicker as Gwen tried to dig herself out of a veritable mountain of cookie boxes Ben had dropped on her (entirely by accident but that didn’t make it any less funny). Ben was apologizing and helping her, but he looked like he was barely holding back laughter too.

Kevin would’ve helped them, but his injured side still limited his movements, so all he could do was stay on the sidelines and offer encouraging commentary.

Judging by the baleful looks both Ben and Gwen were sending him, they _didn’t_ find it encouraging.

He managed to get back in their good graces by taking the blame for the accident when the store manager stormed in. Kevin pretended to have a dizzy spell (which wasn’t far from the truth: blood loss absolutely sucked) and claimed this was his first day out of the hospital. The manager was very understanding and let them off the hook.

After carrying the groceries to the RV, the three of them went skulking around in search of an outlet or a loose wire Kevin could charge from that no one would care if he accidentally fried.

Kevin sniffed the air, his stomach rumbling at the delicious smell of electricity. It had to be somewhere around here! He just had to find it.

He rounded the corner of the store and grinned. Jackpot! The lamp above the backdoor was broken, exposing a few wires.

“Guys, give me a lift!” Kevin called. His fingers were itching to feel the current.

Ben crouched down and locked his hands together. Kevin stepped on them and tried to reach the lamp, swaying unsteadily.

“Careful with your side!” Gwen warned. She pressed her hands to his back, helping him balance.

“Almost… there…” Kevin hissed. His side was starting to ache again but he was too hungry to care. His fingers brushed the wires and delicious energy poured into his body, finally filling his empty batteries.

“What the hell are you doing?!” somebody yelled and with a startled cry their unstable pyramid fell apart.

Kevin blacked out for a second, the impact with the ground and the sharp pain in his side stealing his breath. When he came to, he could feel somebody lift his shirt, exposing the bandages underneath.

“Hey, back off!” he heard Ben yell.

“Shit, he’s bleeding too,” an unknown voice said. “Azul, call 911!”

“…No hospitals,” Kevin managed to whisper.

“You just got electrocuted, you dumb kid!” the same voice snapped. “I’m getting you to a doctor!”

So he could be dissected?! Hell, no!

Kevin flailed and scrambled away from the person, “No hospitals!”

He felt Ben and Gwen’s much more familiar hands on his shoulders. They helped him stand up and Kevin turned around to scowl at the very unhelpfully helpful… all-female biker gang?

The woman with crimson hair and some _really_ sweet piercings placatingly raised her hands. “Listen, kid, I don’t know what your issue is, but you _need_ a doctor.”

“It’s just a scratch and it’s already bandaged, so fuck off!” Kevin snapped.

“And if you didn’t yell at us, Kevin wouldn’t have fallen!” Gwen shouted. “Leave us alone! You’re just making things worse!”

“At least let me call your parents. Electric shock is really dangerous!”

“My parents are dead!”

They were dead, they were _dead_ just because some asshole refused to sober up before driving, and he had to live on the streets and hide from the creeps that would drag him away to some lab and take him apart. His side hurt so much and he was bleeding again and all he wanted was for this woman to _shut up!_

Energy sparkled on his fingertips and he sent a bolt of electricity into the ground, leaving a scorch mark inches away from her feet, “I said, no hospitals!”

Kevin swayed on his feet, his world getting dark again. The last thing he heard was the beeping of the Omnitrix and Gwen yelling, “Ben, get us out of here!”

* * *

Rojo stood in stunned silence, her gaze shifting between the scorch mark on the ground and the place where the three kids had been standing before a flash of green light whisked them away.

“Wh-what just happened? Was that… real?” Azul stuttered. She still had her phone pressed to her ear but she didn’t seem to notice it.

“If you mean that kid shooting lightning from his hands and teleporting away, then I’ve seen it too,” Amarillo replied, her eyes wide in shock. “I’m guessing… he _wasn’t_ electrocuted after all?”

Rojo stared at the broken lamp above the door and tried to think through the static in her head. She had seen the kid grab and hold those wires, the other two helping him reach them. All three of them looked old enough to know that touching electric wires was a bad idea, unless…

Unless what?

She had seen sparks of electricity course over his body but in those seconds before the kid stumbled and fell, it didn’t seem to hurt him. And judging by the lightning bolt he shot at her… Was it possible he had been somehow _absorbing_ that energy? How?! Was– was that kid even _human_?

Because… that would explain his fear of hospitals. And whatever was wrong with his ribs, they were at least bandaged, so he wasn’t _completely_ without access to medical assistance.

That fall must have reopened his wound, whatever it was, and he wouldn’t have fallen if Rojo hadn’t startled him. Was that girl right? Did her attempt to help really only make everything worse?

* * *

“Grandpa, help!” Ben yelled.

Once again his friend was lying unconscious and bleeding in his arms. He rushed inside the RV with all the speed XLR8 granted him and put Kevin on the couch.

“What happened?” Grandpa Max asked, reaching for a med-kit.

“Kevin fell. Really, really badly,” Gwen explained in a shaky voice from her place on Ben’s back. “He fainted and he’s bleeding again. I think he tore his stitches.”

“…I’m fine,” Kevin groaned, blinking awake.

“I will be the judge of that,” Grandpa Max sternly replied. “Ben, Gwen, stop hovering and sit down.”

Ben flopped on the floor, his legs suddenly unable to hold him. He watched his grandfather cut away the bandages, exposing the bleeding wound, and felt freezing cold. The sound of the gunshot still echoed in his ears and his fingers twitched at the memory of blood running over their bladed edges.

Then he wrapped his tail around Gwen, who stayed awkwardly pressed to his back with her arms around his neck, and the world felt slightly warmer.

* * *

These kids… How did they manage to find disasters everywhere? And who could’ve known that his medical training would come in handy treating a gunshot wound on an eleven-year-old?

“How good is your control over your powers?” Max asked, carefully wiping away the blood and disinfecting the wound. Thankfully, the stitches were holding.

Kevin hissed in pain but held still. “The worse I feel, the worse it gets.”

And the worse it got, the higher the chance of discovery was.

Max sighed heavily. Sending Kevin to an actual doctor was something he desperately wanted to do ( _uphold the law_ and send this homeless child back to foster care) but the truth of the matter was that Kevin would just escape to the streets again. And Max could admit that his fears of being spirited away to some secret lab to be experimented on weren’t entirely unfounded.

More importantly, his wound was healing and healing fast. A visit to a hospital would most likely result in nothing but a new layer of bandages. And what if Kevin’s powers went haywire and caused a blackout? A regular hospital simply wasn’t equipped to deal with anything other than baseline humans. And who knew how different Kevin’s biology really was?

Max finished dressing the wound and tiredly dragged a hand down his face. Sometimes it felt like this roadtrip was forcing him to compromise his principles at every turn.

* * *

The alien watch had timed out but Ben didn’t move from his place on the floor and neither did Gwen. The cousins stayed huddled together until Grandpa Max finished treating their friend.

“We should leave, grandpa,” Gwen muttered.

He gave her a rueful smile, “Too much excitement for the day? I agree.”

“Still! Not! Dying!” Kevin hissed.

Grandpa Max looked at him sternly, “And _you_ are staying in bed, mister. No ifs or buts!”

Kevin grumbled something under his breath but reluctantly nodded.

Grandpa Max closed the med kit and walked towards the driver’s seat, “Okay. If there is nothing else you need here, then let’s leave this town.”

He turned on the engine and started to pull away from the parking lot but a powerful laser blowing up a chunk of the road right in front of the RV showed that somebody had a different plan.

* * *

Rojo sat on her motorcycle and stared at her helmet as if it was going to reveal all secrets of the universe to her. Though really, she would’ve been fine with having an answer to just one of them.

That kid…

Their encounter felt like a fever dream, the only proof it happened being the water bottle that the kid dropped. She had no idea where he disappeared to or how. She didn’t know if she should try to find him and the other two or if she should just forget this day altogether.

Then a loud explosion echoed across the formerly peaceful town, making her realize that this strange day was far from over.

* * *

“…What happened?” Ben groaned.

His back hurt and everything looked weirdly sideways. He squeezed his eyes shut and opened them again, realizing that he was lying on a door.

A door that was pressed to the asphalt.

Gwen was holding Kevin up, his arm wrapped over her shoulders. Grandpa was hanging limply in the driver’s seat, suspended by the seatbelts. The Rustbucket was overturned with the doors down, trapping them all inside, and a laser beam was already cutting through the roof.

“Ben! Driver’s door!” his cousin yelled and _yes_ , she was right, at least one door was still unblocked.

They could get out.

Ben scrambled towards the front of the RV, silently grateful that at least the furniture was bolted down. He shook his grandfather, trying to wake him up, and to his relief Grandpa Max opened his eyes.

“Wha…? Ben?”

“Grandpa! We gotta get out of here!”

“Look out!” Gwen cried and Ben dived down without thinking.

A laser beam shattered the front window, a hair’s breadth above his head. It cut off the edge of the driver’s seat and severed the belts, making Grandpa Max fall down with a muffled cry.

“Another freaking robot?!” Gwen shrieked.

Ben looked through the window and gulped nervously. The evil hunk of junk looked a great deal smaller than the ones he had to deal with that night at the campsite and he didn’t remember the other ones being able to fly, but they looked similar enough that he had to wonder if this new menace had been sent by the same person.

But Ben neither cared nor had enough time to figure it out, not when his watch was still red and the robot was charging its laser once again.

“Let’s see if the damn thing likes electricity!” Kevin growled and sent a bolt of lightning at the robot.

It spun out of control, its laser firing wildly. It destroyed several cars, tore up the asphalt, and ripped a lamppost out of the ground. The robot quickly regained its balance but they still won enough time to scramble out of the Rustbucket through the broken window and hide behind it.

Now they just had to evade the robot until the Omnitrix recharged.

“Kevin, can you zap it again?” Ben hurriedly asked.

His friend shook his head and sagged against Gwen, “No, I’m out of juice. Need to recharge.”

“Can you drain the robot?” Grandpa Max asked.

“Hell if I know.”

“Then better not risk it. Gwen, take him somewhere–”

Another laser beam interrupted their strategizing, forcing them to dive out of the way. Then the robot floated closer and turned towards Ben.

Knowing that he was no match for it as a human, Ben quickly scrambled to his feet and ran.

* * *

“No, Ben!” Gwen cried, seeing the robot turn towards her cousin and charge its laser again.

“I’m on it!” Grandpa Max called.

He grabbed a tire from a destroyed car and threw it at the robot, knocking it off balance and distracting it. It turned around and sent a laser beam his way. Grandpa Max threw himself on the ground, barely managing to evade the blast.

“Gotta charge,” Kevin gasped and Gwen quickly shook herself off. She didn’t have the time to panic.

She wrapped her arm tighter around Kevin, careful to avoid his injured side, and stumbled towards the fallen lamppost.

* * *

Ben ran down the street as quickly as he could and silently begged the Omnitrix to recharge faster. Then a large explosion ripped a hole in the ground right behind him and knocked him off his feet.

He tried to stand up, painfully aware that any second now the robot would attack again, when somebody yanked him up by the collar of his shirt and threw him across a motorbike.

“Hold on, kid!” an unpleasantly familiar voice yelled and Ben looked up to see the biker woman he met earlier.

“You again?” he asked incredulously but right now he was glad for any help. “Floor it!” Ben yelled and held on for dear life.

The biker weaved between the laser blasts that hit closer and closer but she couldn’t shake the robot off. “How long is this fucking thing gonna follow us?” she snarled.

“Until we get rid of it. Turn around: we gotta get back.”

She did a sharp U-turn and revved the engine of her motorbike. “I hope to hell you have a plan, kid.”

* * *

“Why do you keep following us?!” Gwen yelled as one of the bikers they had escaped before was suddenly between them and the delicious scent of electricity.

“Why do you keep finding trouble?” the blue-haired woman asked as if the destroyed parking lot was somehow their fault. Then she nodded at the downed lamppost. “You want that electricity?”

Why was she here asking questions and wasting time when there was a robot trying to kill Ben?!

“So what if I am?!” Kevin snarled. “Get the hell out of my way!”

In response, the woman picked him up like he weighted nothing and carried him towards the lamppost with quick strides.

“I really hope you do have superpowers, kid, and I’m not about to land you in a hospital,” she muttered and put him down.

Kevin didn’t have the time to wonder about her sudden change of heart. Instead he dropped to his knees and buried his fingers into the exposed wires.

* * *

Ben laughed in relief when he saw Kevin with hands full of electric wires. That flying junk was about to taste lightning again!

It managed to evade the first bolt of electricity but the second one sent it hurtling into the ground. One of the bikers, the blonde one, tried to run it over but it rose into the air once again.

Then Ben heard the Omnitrix beep its readiness. Now the robot really had no chance to win!

He twisted the dial, searching for Diamondhead (why change what worked before?), and jumped off the motorbike. His body heated/melted/cracked/burned and he landed on the ground as Heatblast.

Ben shrugged and formed a fireball in his hands, “This works too.”

* * *

Kevin was starting to get a little dizzy from the sheer amount of energy he was channeling through his body (on a second thought, it could’ve been blood loss making itself known again). His batteries were filled to the brim and he was only using himself as a conduit, sending bolt after bolt of electricity at the robot.

Between his attacks and Ben’s fire, the robot really didn’t stand a chance. Its laser was quickly destroyed and it slammed into the ground.

Then it started to beep.

“It’s gonna blow!” Gwen cried but no one had the chance to run or take cover before the robot exploded.

The shockwave lifted Ben off his feet and threw him at Kevin.

He had only a split second to think how much this was going to hurt before the fire-wreathed alien landed on him. On instinct Kevin tried to pull/shape/redirect even if this was fire and he could only ever control electricity (did he even _try_? he couldn’t remember). His skin _burned_ but there was no pain, only scorching heat sweeping over his body and covering him in flames.

Kevin didn’t know what was happening but still he tried to scramble away and–

Why was Ben looking at him like this?

* * *

No way. No freaking way was his friend somehow even cooler than before!

Ben grabbed Kevin’s right hand and lifted it up, their skin an identical cracked red of magma. “Dude! Look!”

Kevin gasped and stretched out his arms, the left one still human and the right one the same as that of Heatblast. He pulled back his half-burned shirt and slowly traced the uneven line on his chest where human and alien skin met. “I didn’t know I could do this… I guess it’s not just electricity I can absorb, huh?”

“Are you okay like this?” Gwen asked worriedly. “This isn’t hurting you or anything?”

Kevin shook his head. He rubbed his mismatched hands together, human skin and molten magma touching without any harm.

Ben grinned in delight, “This is so cool! We gotta test your powers more!”

* * *

“So… this just happened,” Amarillo muttered. She looked a little shaky (they all did).

Rojo took a pack of cigarettes out of her pocket, wishing there was a bar nearby. She usually didn’t drink alcohol (DUI was an all-around bad idea, especially on a motorcycle) but passing out drunk under a table was starting to sound more and more appealing.

She fumbled for a lighter only to discover that she had lost it somewhere. Oh well…

“Hey, kids, can you light me a cig?” Rojo asked.

The three children, only one of them human (maybe), stared at her in silence.

Rojo waved her cigarette, “I lost my lighter and I really need a smoke right now.”

“Uh… okay?”

The boy who looked like human and alien Frankensteined together pressed a finger to the tip of her cigarette and lit it up.

Rojo took a long drag, filling her lungs with smoke, and slowly exhaled, “So, is there an adult somewhere around here responsible for you three?”

“That would be me.”

She turned around and gave the overweight elderly man a long look. “Are you aware that at least two of your grandchildren have superpowers?” she asked as if there was any possible way he somehow didn’t notice the two walking torches.

The man gave her a wry smile, “Yes, they do this sometimes.”

Rojo nodded, “Just thought you should know. Mind explaining what the hell just happened here?”

* * *

While Grandpa Max gave the bikers a short summary of events, generously interspersed with lies, Kevin was testing his new powers by melting the pieces of the exploded robot. It seemed like he had the exact same abilities as Heatblast, only weaker. He had also inherited the time limit, reverting to human form soon after Ben did, and no matter how much he tried, he couldn’t transform again.

“We gotta try other aliens!” Ben said excitedly once the Omnitrix recharged. “How about XLR8? Or Stinkfly?”

“Or Upgrade,” Kevin replied. “Just look at the Rustbucket!”

Ben winced at the sorry state of their overturned RV, “Yeah, okay. Good idea.”

He hit the dial and melted into a blob of liquid metal. Then he reshaped into a more humanoid form and offered Kevin his hand.

“No, wait, don’t!” Gwen yelped.

Kevin jerked his hand away, even if his skin was already streaked through with circuitry. “Gwen? What’s wrong?”

“Upgrade can be hurt by electricity and you’re a walking battery!”

Kevin flexed his fingers, “I feel fine but thanks for the warning.” He frowned slightly, “Actually, I feel more than fine. I feel–”

He gasped and lifted his tattered shirt, starting to peel back the scorched bandages. The gunshot wound was gone, the only sign it was ever there being the stitches sticking out of his skin. Kevin carefully pulled them out and the liquid metal rippled, immediately fixing the damage.

“That’s right!” Ben crowed. “Upgrade can fix itself and now you can too! This is the best thing ever!”

“Kids! Experiment later!” Grandpa Max called. “I don’t think it will be long until the authorities arrive. Don’t know about you, but I’d rather not answer any questions about what happened here.”

Ben gave him a cheeky salute and melded with the Rustbucket, “I’m on it, grandpa!”

* * *

The repaired RV drove off, the bikers left, but the destroyed parking lot didn’t remain empty for long. Police soon arrived and cordoned off the site, but they didn’t have the time to start the investigation. Several armored vans drove into the formerly mundane small town and armed soldiers piled out.

While they argued with the local authorities for jurisdiction, one of the agents, a blond man with a scar across his face, took out his phone, “Sir. The robot appears to be destroyed.”

“Destroyed?” the person on the other side of the line repeated. “Hmmm… It appears that our specialist has put at once too much work into rebuilding this robot, allowing it to escape our labs, and not enough since it has been destroyed so easily.”

The man sneered at the mere mention of the specialist. In his opinion, this just proved that recruiting him was a bad idea. “After we were lucky enough to get our hands on that wreck before anyone else did, one would think he’d use a little _caution_.”

“Now, now, Agent Steel, you are being entirely unfair,” his superior chided. “We are working with alien technology here. A few mistakes are to be expected. At least we still have the schematics. We might be able to use them later.”

In Steel’s private opinion, using alien tech in the first place was just asking for trouble, even if he did understand the necessity. The specialist, on the other hand…

“Sir, what is the specialist working on now?”

Steel wasn’t sure he wanted to know the answer, but he supposed knowing in advance what kind of damage control he might need to run would at least allow him to make some preparations. He didn’t want to end up blindsided by another lab escapee.

“Oh, nothing much. I gave him Project Charybdis.”

Steel raised an eyebrow. Charybdis? Those long-dead cybernetic monsters? …Well, he supposed it was as harmless as one could get in their line of work.

“But back to the matters at hand,” his superior continued. “Have you found any traces of that crystal alien here, Agent Steel?”

“Not yet but we have only just arrived.”

“Keep me posted then. This creature helped Dr. Animo, if I remember what Mr. Thompson told us correctly.”

Steel tried not to roll his eyes at the mere mention of Thompson. That man was far too unstable. “Sir, are we really going to ally with him? He has only reached out to us because his own superiors demoted and suspended him after that fiasco in Washington.”

“Desperate people are easy to manipulate, agent, I thought you knew that.”

“They are also prone to doing stupid things,” Steel pointed out.

His superior only laughed, “Don’t worry, agent, I don’t intend to put him in a command position. We only need the information he has on Dr. Animo and that creature. And after that… Well. I’m sure we’ll find a way to use him.”

Steel didn’t exactly agree but he had to concede the point. They were aware of Dr. Animo and his research already – it was how they knew to contact Thompson in the first place – but the abilities displayed by the scientist in Washington had been far above anything they could’ve hoped for. He could be a great asset to their organization.

“Very well. I will contact Thompson again.”

“Excellent. And while you are busy with that, agent, I want our analysts to calculate the next probable location of the crystal creature based on its previous sightings. If we want to capture it, we must be several steps ahead, not fruitlessly chasing after it.”

* * *

Max had to reluctantly admit that Ben was getting good at using the Omnitrix. He had dealt with the robot quickly and efficiently and the Rustbucket was running smoothly after his repairs. Max still didn’t like it – Ben was just a child: rash, immature, and trouble-prone – but if these things kept happening, it was better if Ben could at least protect himself. (At least until Max found a way to remove the Omnitrix. He hoped there would be something at Rushmore that could help.)

But now he had another problem. A homeless, superpowered problem that his grandchildren grew attached to far too quickly for his liking. Max had only agreed to let Kevin stay with them until his injury healed… and now it had.

He could leave now. It would be better if he _did_ leave. Except…

Kevin wasn’t a bad kid, for all that trouble seemed to follow him. He took a bullet for Ben, someone he had just met. And Max had done a lot of things in his life, some he wasn’t exactly proud of, but he couldn’t in good conscience throw an orphaned child back on the streets.

He’d have to think of something more permanent later, but for now, there was more than enough space in the RV and an entire summer ahead of them.


	9. Last Laugh

“…Yeah, mom, New York was really cool. We stayed in this totally fancy hotel: it had a pool and everything. Uh-huh… I dunno where next: grandpa is the driver. Uh-huh. Yeah, sure. Okay, mom, bye!” Gwen disconnected the call and hid her phone. Then she yelled, “How long are you two gonna keep splashing around?”

“We’re training!” Ripjaws protested as he swam around Kevin in circles.

“Is that what you call it now?” Gwen asked flatly. Then she shrugged, “Oh well. Not my problem if you time out right there.”

“She’s _so_ jealous,” Ben whispered.

Kevin shrugged with a smile that held more teeth than any shark, “Can’t say I blame her.” He raised one hand and spread his webbed fingers, looking contemplatively at the bluish scales covering his skin, “This feels so weird but so _right_. Like _this_ was the way my powers were supposed to work all along.”

Ben mentally added another mark to the tally of ‘is Kevin an alien’.

But loathe as he was to admit it, Gwen was right. After transforming so many times, Ben could fairly accurately tell when he was close to timing out and right now he had _maybe_ a minute left.

Well, he just had to make the most of it.

Ben dived down, his legs fusing into a tail, and swam towards the pier. Kevin followed after him, though his movements were much more human. He still couldn’t manage to fully transform into an alien (perhaps he couldn’t at all), only capable of using some of their traits. It was still incredibly cool, even if his partial transformations tended to look even creepier than Ben’s did (he didn’t have nightmares about Kevin’s fleshy-looking version of Four Arms only because he had plenty of other things to disturb his dreams).

The Omnitrix started flashing red and Ben quickly dove out of the water and grabbed the ladder leading up to the pier. And not a moment too soon because just a few seconds later he was back to human form with his clothes thankfully dry. He climbed up the ladder and waited for Kevin to get on the pier too.

When he did, Kevin looked human too but unlike Ben, he was dripping wet and only wearing swim trunks. Gwen handed him a towel and their maybe-alien friend quickly wrapped himself in it.

“So, that was a success,” Kevin said. “Too bad I can’t transform on my own.”

Ben shrugged, “Dude, I have no idea how your powers work. Maybe you can?”

“Or maybe I need to absorb the Omnitrix itself?” Kevin wondered with a contemplative look at the alien watch.

“Uh… bad idea,” Ben replied, reflexively covering the device with his hand.

“Why not?” Gwen asked. “The Megawatt took your charge. I bet Kevin could do it too.”

“And did you forget about– Oh, right.”

“What?”

“Remember when we got separated?” Ben asked. “The Megawatt tried to steal my charge again, but the Omnitrix blasted it away with some sort of energy that it _couldn’t_ absorb.”

“So, I guess that’s a ‘no’ on the Omnitrix,” Kevin summed up. “I don’t wanna get blasted.”

“Sorry.”

“Eh, it’s okay. This is still pretty cool.”

“You know, I’m kinda surprised grandpa let us train,” Ben mused.

“And not just _let_ you: he suggested it himself,” Gwen added.

“And he let me stay,” Kevin said. “He even bought some new stuff for me.”

The three children looked contemplatively at the gas station where Max was refueling the RV.

“Maybe we did get through to him after all?” Ben wondered.

Gwen shrugged, “I dunno. He’s still not telling us anything, even though we keep stumbling onto all these secrets. Like all that weird tech Upgrade found inside the Rustbucket when you were fixing it.”

“You _could_ just ask him, you know,” Kevin said. “I mean, you’ve been waiting and dropping hints, but that doesn’t seem to work. So why not just ask him directly?”

Ben nervously rubbed the side of his watch, not quite touching the dial, “Uh… I don’t think that’s a good idea. I don’t want him to change his mind and kick you out if we get on his nerves too much.”

“He’s not gonna do that! Grandpa isn’t that kind of a person!” Gwen protested. “…Is he?”

Ben hoped he was wrong. He hoped it was just the paranoia speaking. He hoped Grandpa Max could still be trusted. But at the same time…

“We don’t know anything about him. Not really.”

If it was just him and Gwen, Ben might’ve risked an open confrontation, but Kevin being there raised the stakes too high.

“So do we just… stay silent and wait?” Gwen asked.

Ben sighed, “Small steps, I guess. Let’s just try not to tick him off.”

* * *

“Did you have a good swim, kids?” Grandpa Max asked once they were back in the RV and on the road again.

“Yeah, it was pretty great,” Kevin replied as he riffled through his backpack for clothes, the fluffy towel still wrapped around his shoulders. “My home town didn’t have any rivers or lakes nearby, but every summer mom and dad brought me to the beach. For me, water has always been fun.”

“Where are you from anyway?” Gwen asked. “You said that you often moved cities but you never mentioned your home town.”

“Oh, I didn’t tell you? I’m from Fawcett. It’s this tiny little town in the middle of nowhere where nothing interesting ever happens. I think _I_ was the strangest thing in that place.”

Ben snorted, “Dude. You’ve just described Bellwood, also known as the most boring place on Earth.” He raised a hand, “Small town bros?”

Kevin grinned and fistbumped him, “Small town bros.”

“Now, Ben, Bellwood isn’t that bad,” Grandpa Max said. “It’s a great little town. I’ve been there my entire life.”

…Sure he did. Just like he didn’t know anything about aliens. Why did Grandpa Max keep making it harder to trust him?

Ben scoffed, “That’s just it! _Everybody_ stays in Bellwood their entire lives!” Unless, of course, they were Grandpa Max, the alien Plumber (whatever that meant). “This is my first time out of that town and I feel– I feel–”

He choked up, unable to find the right words to describe it.

He felt like he was soaring into the sky. He felt like he could finally breathe. He felt alive. Like his life had meaning.

Like he _mattered_.

* * *

Max sighed heavily. He supposed it was too much to hope that Ben didn’t inherit his wanderlust. That he didn’t look at the sky and wish to reach the stars beyond.

Especially not with that watch on his arm.

“And I’m so glad I found the Omnitrix!” Ben continued. “Can you imagine if I didn’t?”

“Again with the superpowers…” Gwen muttered.

Max supposed he couldn’t blame Ben too much for being so obsessed with the watch (he was just an excitable boy with no impulse control), but he still wished that someone else had found it first. Someone level-headed, mature, who knew what they were doing…

“Whoa. That’s really creepy to think about,” Kevin shuddered. “It would’ve still fallen from the sky even if you weren’t there, right? What if some criminal found it? Like that gang from New York? Or whoever sent that robot?”

Max swallowed back a curse and hit the brakes. Knocked off their feet by the sudden stop, the kids fell on the floor and yelled at him, now thoroughly distracted. Max quickly apologized and fibbed something about a cat that was crossing the road. When he pressed gas again, his hands were trembling on the wheel.

He had spent so much time thinking how much better it would’ve been if someone other than Ben had the Omnitrix, he didn’t consider the very real possibility of it being _so much worse_.

* * *

Gwen stared out the window as Grandpa Max drove them through some small town when a billboard attracted her attention.

“Zombozo’s travelling circus of laughs?” she read aloud. “Cool!”

“I haven’t been to a circus since I was a boy,” Grandpa Max said. “Do you kids want to visit? It sounds like fun.”

“Yes, please!” Gwen chirped. “I love the circus!”

“Well, I don’t,” Ben grumbled, still in a bad mood.

Gwen raised an eyebrow, “What? Is a circus too childish for the oh-so-heroic Ben Tennyson?”

“None of your business, dweeb.”

“What’s the matter with you? Are you scared of clowns or something?”

“I said it’s none of your business!” Ben snapped. “You wanna go? Fine. Just don’t drag me into the this.”

“Why is this such a big deal?” Kevin asked.

“It’s not a big deal,” Ben muttered. “I just don’t like circuses, that’s all.”

“Well, I’m not a big fan of them either,” Kevin admitted. “I like zoos better.”

Ben perked up, “Then you can stay here with me! We can play videogames or train with your powers a bit more.”

“Oh, right, how could I forget?” Gwen hissed. “It’s all about superpowers with you!”

Ben stuck his tongue out, “And you’re just jealous, you stupid dweeb!”

“Enough!” Grandpa Max barked, making them both freeze. “Gwen, you can go to the circus with me if you want. Ben, Kevin, you can stay in the Rustbucket. But I don’t want to hear any more arguing, understood?!”

“…Yes, grandpa.”

“Sorry, grandpa.”

* * *

Gwen nervously twisted her hands as she dragged her feet towards the circus. Why did she have to start arguing over something so stupid? Just because Ben was an annoying doofus who thought he was so much better than her just because he had superpowers, didn’t mean that he was wrong about grandpa.

And just because Kevin kept taking his side even when she tried to be nice (Gwen didn’t even like the circus all that much, but she thought he’d find it fun, especially after the rough last days), didn’t mean he deserved to be thrown back on the streets.

Gwen was startled out of her guilty thoughts by a hand on her shoulder.

“Come on, kiddo,” Grandpa Max smiled. “We’re here to have fun.”

She tried to hide her fear and smile back, “Okay, grandpa.”

* * *

Ben sighed in relief when his cousin and grandfather left. “That was close,” he muttered under his breath. Then he turned to Kevin and asked with somewhat sincere cheer, “So! Training or videogames? Or both at the same time?”

“How would that even work?”

“Well, we could both turn into Upgrade and meld with the laptop. This way we could go _inside_ the game!”

Kevin stared at him blankly, “Dude. I have literal superpowers and that _still_ sounds totally unrealistic.”

Ben snickered, “I know, I’m just messing with you. Games are actually really boring from the inside: they’re just strings of code. But anyway! Which alien do you want to use?”

Kevin had already tried every alien in his repertoire with variable success, but his control over them was still shaky.

“How about XLR8? I still have no idea how to walk on those feet.”

“That’s ‘cuz you don’t,” Ben explained. “They’re like heelies: you just sort of… roll around. And having a tail helps a lot with the balance.”

Kevin scowled at him, “Yeah, well, I don’t want to lose my pants because unlike _some people_ , I can’t transform my clothes. How the hell do you even _do_ this?”

Ben shrugged, “I dunno. But I’m sure glad the watch does that. Can you imagine if I had to, like, get new clothes or undress every time I transformed? That would’ve been super– annoying!”

Kevin, who had to do exactly that, scowled even more.

Ben snickered and dialed XLR8, “Come on, take your shoes off and let the fun begin!”

* * *

“Step up and see!” the circus announcer yelled above the crowd. “The freak of nature whose strength knows no bounds: Thumbskull!”

The guy was huge and looked fairly strong though Gwen snickered a little at the name. But she had to admit, the huge nail glued to his forehead was a nice touch. Props to his make-up artist.

The man took a metal bar and bent it with little effort. Gwen had to wonder what it was made off. Probably something soft, like tin. Or some kind of plastic that only looked like metal.

He threw the bent bar in the air and something snatched it up. An orange… whip? Hair? _Tentacle_? Whatever it was, five of those things were attached to the head of an otherwise-normal woman.

“And presenting Frightwig!” the announcer continued. “When this beauty lets down her hair, there’s no telling what could happen!”

The woman used two of her head-tentacles to twist the metal bar into a pretzel.

Gwen squinted at her suspiciously. Okay, that didn’t look like the usual sleight-of-hand tricks one could find at fairs. It looked… real.

The woman put the twisted chunk of metal on an anvil and the announcer called, “And last but not least is the freak whose unique skill is as vile as his attitude: Acid Breath!”

A tall, lanky man, who was wearing a _muzzle_ of all things, stepped on the podium. He took off the muzzle, revealing the nastiest, grossest dentist’s nightmare of a mouth imaginable. He breathed out a cloud of greenish gas and both the metal bar and the anvil it was lying upon melted in seconds.

The crowd broke into applause but Gwen only narrowed her eyes further. There was no way this guy could’ve pulled off a trick like this unless he had superpowers!

So what was their deal? Were those two (three? was the nail on Thumbskull’s head real after all?) aliens or mutants or, like the announcer said, freaks of nature? Gwen didn’t know and she _wouldn’t_ know unless she investigated this.

She opened her mouth to say as such but froze. Grandpa Max would surely refuse to listen to her and pretend nothing was out of the ordinary. If only Ben was here…

Gwen scowled. _No_. She didn’t need her stupid cousin and his stupid watch! She could investigate this herself.

After all, what was the worst that could happen?

* * *

“You sure love this lamppost, huh?” Ben drawled.

Kevin opened the deathly grip of one three-fingered hand long enough to flip off his extremely annoying friend. Then he clutched the lamppost again.

“You know, XLR8 isn’t very good at this ‘standing still’ thing that you’re trying to do,” Ben said. He slowly circled around Kevin (well, slow was a relative word for a super-fast reptile), more skating than walking, his every movement smooth and graceful.

Kevin tried very hard to not feel jealous, even though his own wheeled feet kept attempting to make him faceplant into the ground.

Ben scratched the back of his elongated head. “Yeah, I don’t think this is working. Have you ever tried roller skates before? It should be similar to that.”

“No, it fucking isn’t!” Kevin hissed.

“Then I dunno what to tell you, dude… Hey, maybe you need to get some speed first? Grab my tail: I’ll give you a boost!”

Kevin gave him an apprehensive look. This had ‘bad idea’ written all over it.

* * *

While Grandpa Max was buying tickets to the main act, Gwen ran off, ostensibly searching for a bathroom, but in truth she was looking for the trio of probably-superpowered performers.

She checked the tents one by one and eventually succeeded in finding them. Gwen carefully peeked in but she didn’t get the chance to spy on the trio.

Gwen yelped and stumbled back as the door opened but Frightwig quickly grabbed her hand with one of her tentacles and pulled her upright.

“You okay there, kid?” she asked.

Gwen swallowed nervously (up close she could clearly see how much those things _weren’t_ regular hair) and blurted out, “I really liked your performance! All of you. It was totally cool and my stupid cousin is so gonna regret not coming here with grandpa and I when I tell him about it! How do you even do all these cool tricks? Because I’d really love to learn!”

“I learned my tricks from my Ma,” Acid Breath said. “Can’t tell you more: trade secrets and all.”

“Awwww, but why not?” Gwen whined. “I wanna know how to spit acid too! It’s like a superpower!” Then she gasped loudly, channeling Ben at his most obnoxious, “Are you, like, mutants or superheroes in disguise? Tell me, tell me, tell me!”

 _That_ caused a reaction. A very small one (slightly widened eyes, stiffer shoulders) that Gwen wouldn’t have noticed if she wasn’t looking for it but she _did_. Point one for Sherlock Gwen.

“You sure have a lot of imagination, kid,” Thumbskull said.

Frightwig winked, “But we’ll take it as a compliment of our skills. Now run along: you don’t want to make your grandpa worry, right?”

Gwen hid her annoyance and nodded. She waved at the trio with a cheerful smile and left but the moment her back was to them, she scowled.

All those secrets surrounding her were starting to really get on her nerves.

* * *

“Great, another one,” Summer muttered. She tugged on her rightmost tentacle in irritation. “Everywhere we go, there is _always_ someone who doesn’t buy the ‘parlor tricks’ explanation.”

Jeff shrugged, “Come on, Summer, she’s just a kid. Who’s she gonna tell? Who’s gonna believe her for that matter?”

Bradley crossed his arms and looked away, “It still makes me uneasy. You’ve all heard the rumors, right?”

“That men in black have been snatching up people like us?” Summer clarified. “Who hasn’t heard them? But I haven’t seen any solid proof yet. Calm your paranoia, Brad.”

“Well, we aren’t exactly _subtle_ , you know,” Bradley hissed, a plume of corrosive gas escaping his lips.

“We’re the forest hiding behind the trees,” Jeff replied. “Circus freaks are _supposed_ to be weird. And besides, you know how Richie is: after he’s through with them, no one will remember anything suspicious.”

* * *

Hidden in the shadows, Gwen listened to the circus performers talk and felt like a total jerk. After Ben’s encounter with Thompson and with what Kevin told them, it was hard to blame those three for hiding their powers.

What even gave her the right to nose around? It wasn’t like they were doing anything bad or illegal. They were just trying to make a living. They didn’t need her digging into their secrets.

Neither did Ben. Neither did grandpa…

Gwen shook herself off. No, this wasn’t the same. Grandpa knew something about aliens and he kept it hidden even though it concerned them directly. They were _family_ and he _lied_ to them.

* * *

Kevin was regretting every decision he had ever made in his life that brought him to this point.

Good news: balancing on those feet was much easier when someone else was dragging him along. Bad news: Ben kept making sharp turns and swinging his tail around. The twisting, head-spinningly fast rush across the city felt like it took a small eternity. Whether it was Kevin’s own borrowed super-speed making itself known or just plain old fear, he was fairly sure he didn’t want a repeat.

Finally, after what felt like hours rather than minutes, Ben screeched to a halt. Kevin nearly slammed into his back at the sudden stop, but the tail he had a tight grip on swung around and landed him neatly into Ben’s arms.

“Dude, what the hell?!” Kevin yelped.

Ben crouched down and pressed one hand over his mouth, “Shh! Look!”

There were armored military-type trucks and black SUVs driving down the road. Just looking at their tinted windows made Kevin uneasy.

“Don’t tell me it’s Thompson again…” Ben muttered.

Kevin grabbed his wrist and pulled his hand down enough to whisper, “Don’t do anything dumb: you’re gonna time out soon. Just get us back to the Rustbucket.”

Ben nodded stiffly and rushed off.

Unfortunately, the Omnitrix timed out before they could reach the RV, forcing them to walk the rest of the way.

“Dammit, I should’ve taken my boots with me,” Kevin groaned. His bare feet were starting to ache from the rough asphalt.

“Live and learn,” Ben muttered distractedly. “Why is that guy even here? How did he find us?”

“You sure he did? How do you even know it’s him?”

“Well, why else would some military team be in this nowhere town?” Ben shot back. “And on the same day we’re here too. We gotta grab Gwen and Grandpa Max and bail outta here!”

Kevin sighed, “Chill out, will you? Even if those guys are really after you, they still don’t know your identity.”

Ben raised the Omnitrix, “Except for _this_. The dial stays on all my aliens!”

“But they still wouldn’t expect someone your age, right? And with the circus in town, there’s so many people around, we’ll just get lost in the crowd. So chill. You’re just freaking yourself out with these guessing games.”

* * *

This Zombozo guy was pretty good at his shtick but for the life of her Gwen couldn’t understand _why_. It was just a regular circus act and the guy himself looked more creepy than funny, but for some reason she just couldn’t stop laughing and she _hated_ it.

Gwen clapped one hand over her mouth, trying to stop her laughter. When that didn’t help, she closed her eyes and bit her palm. The pain cleared her head a little and Gwen focused all her willpower on _not laughing_.

It seemed to work and Gwen dared to open her eyes a little. They burned in a strange way, but she didn’t fall into the odd laughing fit again. Gwen glared at the clown. She was now pretty sure he wasn’t a regular human either. Could he control emotions or something? Laughter itched in her throat, but Gwen stifled it and focused on pure anger instead. How dare that guy try to control her! That lousy clown couldn’t even make people laugh without superpowers!

Gwen was so absorbed in her anger, she had almost missed the moment the clown had finished his act and the ringmaster – an extremely short blond man with a weird haircut and huge sunglasses – took the stage.

He took off his sunglasses and his eyes glowed. The faint golden light washed over the crowd, making them fall silent. It felt like sunlight on a warm summer day and Gwen found herself relaxing against her will.

“I wanted to thank you all for being here today,” the ringmaster said. “I hope your visit was fun and _not memorable in the slightest_. There was nothing strange or unusual, just a regular circus act.”

Gwen found herself nodding along. Yes, there was nothing strange here. Just a normal–

Her rage flared brighter. Another jerk was trying to control her?! So that was what Thumbskull meant: this guy was a hypnotist! And now he was trying to make everyone believe that this was a completely normal circus and not one full of super-powered performers.

Well, just because she understood the reasoning behind it, didn’t mean she was going to let him steal her memories! Gwen dug her teeth deeper into her hand and squeezed her eyes shut, unaware that behind her closed eyelids they were glowing magenta.

* * *

“Oh, great! Grandpa and Gwen took both phones!” Ben grumbled when they finally reached the RV.

“So, do we wait here or do we go get them ourselves?” Kevin asked.

Ben scowled at the thought of going to the circus of all places, making Kevin backtrack.

“I can go alone if you don’t want to. It’s probably safer if you stay here anyway.”

Ben sighed, “No, it’s fine. This is more important. We need to get out of this town and fast. Last time, Thompson blocked the roads and every car was searched. I had to escape through the sewers with Animo.”

Kevin nodded in understanding, “Okay, but just to be on the safe side… Do you have a hoodie or some shirt with long sleeves to cover the watch?”

* * *

Gwen kept her eyes shut until the eerie silence cut through only by the ringmaster’s voice was replaced by the cheers of the crowd.

“This was a great performance, don’t you agree, Gwen?” she heard Grandpa Max ask, signaling that it was finally safe to open her eyes.

She laughed awkwardly. “Yeah, it was great! Really fun! Ben and Kevin are gonna be totally jealous when I tell them about it.”

“Do you want to go back or see what else is interesting here?” Grandpa Max asked as they were exiting the tent.

Gwen didn’t get the chance to answer before someone grabbed her hand and pulled her aside, away from the crowd. “Hey! What– Ben?!”

That was indeed her cousin, wearing a black hoodie that really didn’t seem like his style.

Gwen blinked, “Is this Kevin’s…?”

“We had to hide the watch,” Kevin said. He was tense and looking warily around.

“Did you two change your minds?” Grandpa Max asked with a smile. “This place is really fun.”

“We need to get out of this town!” Ben hissed. “Thompson is here!”

Their grandfather’s expression quickly grew serious. “Are you sure?”

“I haven’t seen the guy himself,” Ben admitted. “But there were SUVs and military trucks driving through the town.”

Grandpa Max frowned, “It could be a coincidence, but you are right. It could be him, out for revenge. We better not risk it. Sorry, Gwen, but we should leave.”

Gwen shook her head and gasped, “I need to go, be back in a minute!”

She had to warn the circus workers.

Gwen rushed through the crowd and bolted into the familiar tent, startling the resting performers. “You need to get out of here, now!”

“Isn’t that the same girl?” she heard Acid Breath mutter.

“Are you alright, kid? Who scared you?” Thumbskull asked.

Gwen growled. “Listen! I know you’re not just regular humans. I know you have superpowers.” Frightwig opened her mouth to say something but Gwen only glared at her, “Don’t lie to me! I’m trying to warn you! There are some government creeps around here, and even if they’re not after _you_ , you should still get outta here.”

“And we should drop everything and leave on a word from a mere child?” the ringmaster asked from behind her, his voice full of skepticism.

Gwen whirled around and shook her fist at him, “Don’t you dare try to hypnotize me again, you jerk! I’m telling the truth!”

He still looked unconvinced.

“Fine then!” Gwen snapped. “But don’t blame me if you get dragged off into some super-secret lab to be experimented on!”

“Let the adults deal with it,” the ringmaster said and dismissively waved his hand. “Now off you go, little girl.”

Gwen glared at him, “Don’t say I didn’t warn you!”

* * *

The Rustbucket had to take the side roads to avoid several military trucks, but they managed to get out of the town in time. Now camped in the woods miles away, everyone could finally breathe easier.

While Grandpa Max was setting up tents for the night, Ben, Gwen, and Kevin slipped away under the pretense of gathering wood for the campfire. Gwen took that time to recount the events of the day.

“People with powers…” Kevin whispered. “I wish I had the time to talk to them.”

“It’s too bad that you weren’t there,” Gwen agreed. “But then we wouldn’t have known about Thompson.” She bit into her bottom lip, “Though I’m still kinda worried about them. I’m not sure they believed me.”

She felt like she should’ve tried harder to convince the circus performers.

“Well, it’s not like Thompson is after _them_ ,” Ben shrugged. He raised his left arm, “But I can go talk to them if you want.”

Gwen immediately shook her head, “I don’t want you to get shot! Again!”

The last thing she wanted was for Ben to run into the crazy secret agent all alone.

Ben frowned, “You sure?”

Gwen bit into her lip again. The nagging worry refused to leave, but she couldn’t send Ben into the viper’s nest either.

“Okay, that’s it. I’m going,” Ben proclaimed and activated the Omnitrix.

Before Gwen could protest, he transformed into XLR8 and rushed away.

Gwen and Kevin waited in tense silence for him to return. It felt like enough time had passed for the Omnitrix to run out of energy and recharge again, when Ben came back.

“Well? Did you warn them?” Kevin asked.

Ben shook his head, “Couldn’t find them. It looked like the whole circus packed and moved away.”

Gwen slowly exhaled. This meant they believed her. “Thanks.”

Ben waved her off, transforming back to human form, “No big deal.”

“No, really, thank you. And… listen. I’m– I’m sorry for yelling at you for something that really wasn’t by business, especially when we’re trying not to make grandpa angry.”

Ben jerked his shoulder in a half-shrug. “It’s fine. It’s not even a big secret or anything. No aliens involved. I really shouldn’t have made that big of a deal out of it. If you really wanna know, I went to a circus a few years ago but I got lost there and it took my parents a really long time to find me. And then they yelled at me, like I did it on purpose or something. Since then, I don’t really like circuses.”

“They were probably just worried about you,” Kevin said. “I still remember how much my folks yelled at me after I tried to stick my fingers into an electric socket for the first time.” He smiled slightly, “Of course, pretty soon it became ‘please, use the sockets to charge, we just bought that TV after you blew up the old one’.”

They spent the next few minutes in silence, actually working on their self-assigned task, before Ben said, “Uh, Gwen? I’m sorry too. I shouldn’t have made fun of you so much for being jealous.”

“I’m not jealous of you!” Gwen snapped. “…Well, maybe a little. It’s just… you both have these amazing powers and I’m just a regular old me. Totally useless…”

“Whoa, Gwen! You aren’t useless!” Ben hurried to protest. “You fought those freaky shapeshifting aliens and you figured out what the deal was with Shaw and if you didn’t help me trap Tetrax, he would’ve cut off my hand!”

“And it’s not like having superpowers saved me from being shot by some asshole with a gun,” Kevin added. “If there’s someone who’s been mostly useless, it’s me.”

“No one is useless here!” Ben snapped. “We’re a team! An awesome team! The coolest team ever! Now give me a high-five!”

Gwen laughed and high-fived the boys, her worries and insecurities dissipating like mist under the sun. But in the dark of the night, she still wished she could do something more. _Be_ something more.

Her dreams were full of magenta light.

**Notes for the Chapter:**

> Hey, UA writers? Not everybody and everything in the world has to be connected to Bellwood and Max! Seriously, can you spell ‘contrived coincidence’? So no, Kevin isn’t from Bellwood here. The name ‘Fawcett’ is a reference to ‘Shazam!’ comics because hey, here’s another homeless orphan with lightning powers.
> 
> The circus trio and Sublimino aren’t given actual names in canon, so I used the names of their voice actors. Also, I’m not really sure what Sublimino’s deal is in canon. His hypnotic power seems to originate from his pocket watch, which raises all kinds of questions as to what that thing is and where he got it from. To avoid this, I’m making him a mutant and changing his hypnosis into an intrinsic ability.


	10. Lucky Girl

Who would’ve thought that museums could be fun? Ben checked out the collection of cool-looking masks, his hands itching to take one and try it on, but no matter what his grandfather said, Ben did have some self-control.

Hearing the tour guide’s voice, Ben hurried to catch up with the rest of the group.

“And here behind the bulletproof glass is the recently discovered and only known existing copy of the Archamada Book of Spells, which contains ancient witchcraft and rituals,” the guide said.

Ben quietly elbowed his cousin who was almost glued to the glass and whispered, “Do you think they’re actually, you know, real?”

Gwen blinked and shook her head, looking oddly like Ben just woke her up, “Uh… Who knows? I mean, we haven’t seen actual magic yet, but…”

“Yeah, with our lives? I’m not discounting anything,” Kevin agreed.

Gwen stared at the book again and for a moment her eyes glistened pink. Then she blinked and the effect faded.

“Is this it? Is this the book?!” an excited voice asked.

Ben turned around and blinked at the sight of a teenage girl dressed in pink and violet. What was wrong with her eyes? They were _purple_. And her hair was white! Was she an albino?

“Yes, this is the Archamada Book of Spells,” the serious-looking man, who was wearing a far too formal suit for a simple museum visit, said. “And Hope, please: indoor voice.”

The girl, Hope, laughed awkwardly and scratched the back of her head, “Sorry, Uncle He– Henry. I’m just so excited!” She skipped closer to the glass case and stared at the book inside it, “It looks so amazing…”

Her expression slackened, making her look slightly dazed, before she blinked and the effect faded.

Ben narrowed his eyes in suspicion. Something here wasn’t right.

The man, Henry, touched her shoulder. “I know you like books, Hope, but we really shouldn’t waste too much time. We still need to speak to the owner of this museum.”

“…Right. Sorry, Uncle Henry. Let’s go.”

Hope turned around and accidentally bumped into Gwen. Something like a pink spark jumped between them and they both yelped.

“Hey, what gives?” Gwen snapped, coming out of her daze too.

“Sorry! Static shock!” Hope laughed nervously and pulled on the sleeve of her coat. “These clothes collect charge like crazy! Sorry!”

“Indoor voice, Hope,” her uncle sighed and wrapped one arm around her shoulders. “And please, stop bothering these children.”

He pulled Hope away from them and steered her down the hall, while she yelled a few more apologies.

Ben blankly watched them leave. “…Well, that was weird.”

“Weirder than you think,” Kevin said. “Because that spark? It didn’t smell like static electricity. Or any kind of energy I’ve ever felt before.”

* * *

“Uncle Hex! That girl…! She caused a spark!” Charmcaster hissed.

“I know. I have seen it.”

“We have to–”

Hex squeezed her shoulders tighter and hastened his steps, “We don’t _have_ to do anything. We are only here to buy the book, that is all.”

“But uncle! She could learn magic!”

“And so could plenty of other people on Earth. Are you suggesting that we start teaching everyone we come across?”

“Uncle!”

Hex stopped and sighed, “Listen, Charmcaster. I know that you have trouble connecting with other people, but latching onto the first person you see with magic talent isn’t the answer.”

“I’m not latching onto anyone!” she snapped. “I’m just–”

“–Feeling lonely?”

She bit her lip and looked away, which was all the answer he needed.

“Charm–”

She quickly cut him off, “You’re right, uncle. Let’s not waste any more time.”

* * *

“Seriously, Gwen, what’s the matter with you?” Ben asked. “You keep zoning out!”

Gwen squeezed her eyes shut and slapped herself across the face, “I don’t know what’s going on but it feels like this book is trying to hypnotize me.”

“Then we need to get the fuck outta here!” Kevin yelped. He grabbed her arm and pulled her away from the case.

“You really should stop swearing,” Gwen mumbled and tried not to trip over her own feet. “Grandpa doesn’t like it.”

Dragged out of the exhibition hall into the corridor, Gwen pressed her forehead to the cold wall. Her head felt like it was full of cotton and her eyes were burning like someone poured salt under her eyelids.

She heard Ben’s concerned voice, “Do you need to sit down? Or maybe some water?”

Gwen shook her head and rubbed her eyes. The burning feeling was starting to slowly fade. She slowly turned around and blinked at the bright ceiling lights. She didn’t think she had any health conditions but she was honestly starting to wonder.

“Uhhh… Gwen?”

Why did Ben and Kevin look so weirded out?”

“Yeah?”

“Since when do your eyes glow pink?”

Gwen blinked in confusion while Ben leaned closer and stared into her eyes.

“They’re green again,” he muttered. “But they were definitely pink before.” He gasped suddenly and snapped his fingers, “Your eyes were pink when you were around that book!”

“They felt like burning,” Gwen said. “They burned when that circus guy tried to hypnotize me!”

“Soooo… a side-effect of hypnosis?” Kevin wondered.

Gwen rubbed her face, “But why just me? Why was I the only one affected by that book?”

“That girl! Hope!” Ben gasped. “For a second there she looked zoned-out, just like you were!”

“Hypnosis that only affect girls?” Gwen groaned. “Talk about unfair!”

“We gotta investigate this book but I think it would be better if you stayed away from it, Gwen,” Kevin said.

Gwen glared at him but ultimately couldn’t argue with the logic. “ _Fine_. But don’t get too close to that book either! Try to find some info first and I’ll keep grandpa off your backs. It’s weird that he isn’t looking for us already…”

She waved at the boys and stumbled down the corridor to where she could distantly hear the tour guide’s voice. It was time to make up more lies.

* * *

Turning into Ghostfreak felt beyond weird, but at least this particular transformation didn’t require Kevin to take off his shoes or ruin his clothes. He kept himself invisible and phased through a wall into the museum archive.

His grey skin paled slightly at the sight of cabinets filled with countless files. How was he supposed to find anything in this mess?

Kevin groaned miserably and dug his black claws into the first cabinet, looking for anything resembling a catalog. He highly suspected he was going to time out long before he had found anything useful, leaving him stuck in this room, but he wasn’t particularly worried about that. Kevin had more than enough juice in his batteries to blast the door into pieces.

* * *

“Archamada, Archamada, Archamada…” Ben muttered as he typed on Gwen’s laptop inside the Rustbucket. “How the heck do I even spell it? Hehehe… _Spell_.”

After several tries, he had found what seemed like correct spelling and clicked on the first link the search engine gave him. It led to the website of this very museum, advertising their exhibits, and didn’t contain any new information. The second link showed a small newspaper article documenting the ‘historical find’ of that book. It didn’t have anything interesting either. The third link was bogus too.

Ben huffed in exasperation. How did Gwen ever manage to find anything useful?

…Heh. Maybe _that_ was her superpower: _super-nerdiness_.

* * *

Charmcaster listened with half an ear to her uncle negotiating with the owner of the museum. What was taking them so long? They already had several preliminary meetings discussing the price of Archamada spellbook and everything seemed to have been agreed upon. And if the owner got greedy, it wasn’t like they were lacking funds. Charmcaster liked transmutation and gemstones were relatively easy to create. They could afford to add another zero to that paycheck.

As the meeting dragged on, Charmcaster found her thoughts returning to that girl, whoever she was. To cause a spark (something indeed quite similar to static shock, albeit a magic version of it), she must have been either truly gifted or already trained. It would be so nice to talk to another mage…

Charmcaster tuned back into the conversation when she heard her given name, “Yes, uncle?”

“If you want to, you can go look through the other exhibits, while I’m busy here.”

That did sound slightly more interesting than being the equivalent of furniture while her uncle wrangled with the uncooperative museum owner.

…And maybe she could try to talk to that girl.

* * *

Gwen wasn’t sure if Grandpa Max bought her lies (she wasn’t sure of _anything_ when it came to him) but at least he didn’t try to drag Ben and Kevin back, so she counted that as a win.

She stayed on high alert around every exhibit the tour guide presented but none of them caused the same hypnotic effect as the Archamada Book of Spells did. She also kept looking around for any sign of the boys coming back (hopefully, with some information) but so far everything was quiet.

And that was when the same girl who had zapped her with static-that-wasn’t reappeared.

The girl noticed her too and smiled, “Oh, hi! Sorry again for stumbling into you: I’m really clumsy! Say, is there anything interesting in this hall?”

Gwen squinted at her, “Nothing as interesting as that book.”

“Oh, bummer. By the way, I’m Hope! But you probably already knew this because my uncle called me that and all.”

“Friend of yours, Gwen?” Grandpa Max asked with a raised eyebrow.

Hope laughed awkwardly, “Well, if by friendship you mean almost knocking someone off their feet and zapping them with static electricity, then yes. So, your name is Gwen? Nice to meet you!”

Gwen nodded, “Yeah, nice to meet you too. Um, this is my Grandpa Max.”

Hope enthusiastically shook his hand ( _without_ zapping him with whatever-it-was, Gwen noted suspiciously).

“So, you like magic artefacts, Hope? Or just books?” Gwen asked, deciding to take this chance to fish for some information.

“Both actually. What about you? I saw how interested you were in Archamada.”

“Oh, it was really interesting!” Gwen gushed, watching the other girl like a hawk. “So _enchanting_. I just _couldn’t look away_.”

Hope smiled and nodded but her eyes narrowed the tiniest bit. She definitely knew more than she let on.

Another point for Sherlock Gwen.

* * *

Oh, this Gwen was even more interesting than she expected! Charmcaster didn’t miss the emphasis she had put on certain words, which meant there was a high possibility that Gwen knew about magic and suspected her of being a mage.

She wasn’t so sure about Gwen’s grandfather though. Charmcaster couldn’t feel any charge on him but that didn’t mean anything. Experienced mages knew how to dissipate it and hide themselves from others.

So what should she do? Go for broke and reveal herself? Or try to ascertain what they really knew first?

…Well, as nice as it was to meet another mage, it really paid to be cautious. Plus, she didn’t want to hear another boring lecture on the subject from Uncle Hex.

Slow and steady it was then.

* * *

All Hex wanted to do was to take the Archamada Book of Spells and hide it in his home before anyone could misuse it (and before the powerful artefact woke up fully because he had seen it trying to snare Charmcaster and that latent mage). Unfortunately, the spellbook was also one of the most important museum exhibits, and the owner wanted it to remain on display for at least a few days more.

Hex was at his wits’ end when the greedy little man had finally signed the proper paperwork transferring the ownership of the spellbook to him. The price was an order of magnitude higher than the artefact warranted (at least, for those who had no idea of its true value), but Hex didn’t care about haggling. He cared about speed.

He briskly walked down the corridor into the exhibition hall and waited impatiently while the museum workers unlocked the glass case. The book underneath was almost glowing with stolen magic. Just how much energy did this thing manage to leech?

…Apparently, enough to trigger its defenses because the moment the glass was off, the Archamada Book of Spells rose into the air and flipped its pages open with a deranged cackle.

* * *

Slow and steady went directly to hell when explosions interspersed with shrieking laughter and screams of terror echoed across the museum. Charmcaster cursed under her breath and ran towards whatever was happening. She reached into her bag and took out two shrunken stone gargoyles, not yet activating them.

She could hear her uncle’s voice chanting a spell that she recognized as a defensive barrier doubling as containment, and she rushed into the exhibit hall just in time to see a yellow sphere encircle a… flying book?

Oh, so Archamada had animation enchantments on it? Lovely. Just how she wanted to spend her day: fighting some old relic.

“Summon your gargoyles, we need reinforcements!” her uncle barked. He was holding the Staff of Ages in his hands and he had dismissed the illusion that kept his true appearance hidden.

Charmcaster immediately threw the two she was holding onto the floor and reanimated them. Then she zipped her bag open and poured out the rest of the figurines. All of them grew back to their regular size and the purple glyphs animating them began to glow.

“Is this enough?” Charmcaster asked.

“That depends entirely on how much energy Archamada has.”

* * *

It didn’t take long for Archamada to tear through his barrier. It twirled around, flipping its pages in a move that Hex could only describe as _showing off_ , and formed a half-circle of dark crimson spears.

The spears hovered in the air for barely a second then hurtled straight towards him. Hex quickly dodged and sent a bolt of lightning at the book in retaliation.

Several gargoyles attacked it as well, but Archamada only hissed and detached some of its pages. Their razor-sharp edges cut through the stone creatures, reducing them to rubble, but unlike the spears that dissipated seconds after impact, the pages returned and reattached to its spine.

Charmcaster used the artefact’s momentary distraction to throw an explosive spell. It knocked Archamada into a wall but with a shriek of rage it rose into the air once again. It shed more of its pages and spun them around itself in a destructive vortex.

Hex raised the Staff of Ages and called up his own typhoon that swept away the pages. The gargoyles pounced on them and pinned the pages down and Charmcaster threw a fireball at them.

“Dammit!” she shrieked when her flames dissipated without so much as singing the pages. “Just how many defenses does this thing have?!”

Hex waved his staff and the stone floor rippled like water, swallowing the pages, “Keep the pieces separate and it will run out of energy!”

Charmcaster barely dodged a crimson spear the enraged Archamada sent her way and yelled back, “And how long is that gonna take?!”

* * *

Explosions were never a good sign and neither was the overpowering scent of that strange energy Kevin didn’t have a name for. He dropped the folder he had been reading through and rushed to the door. He blew out the lock with a blast of energy and ran out searching for the others.

He found Gwen and Max straight away: they were the only two people who weren’t screaming their heads off and running towards the exit.

“What’s happening?” he hurried to ask. “Is that Ben?”

“Oh, I hope not,” Gwen muttered. “I _told_ him to be careful around that book!”

It took Kevin a few seconds to realize that the sounds of battle were coming from the same exhibition hall where Archamada Book of Spells was.

To their relief and confusion, Ben wasn’t the one wrecking the museum because he had just rounded the corner and ran towards them.

“Guys, what’s going on?” he called. “I heard explosions!”

“No idea but we better hurry,” Gwen replied.

They rushed into the exhibition hall and paused, watching in stunned silence as the apparently _alive_ Archamada Book of Spells threw lightning blasts at Hope and–

“Is that her uncle?!” Kevin asked incredulously.

Instead of a formal suit, the man was wearing crimson robes and his face beneath the hood was either painted or outright tattooed to resemble a skull. He was holding a staff with a bird skull on top of it and, oh yeah, he was also _hovering in the air_ and throwing around what looked like _magic spells_.

“I guess that’s a ‘yes’ on ‘is magic real’,” Gwen laughed nervously. “Ben, do something!”

He twisted the dial of the Omnitrix, “One order of Heatblast-fried book coming right up!”

Unfortunately, the alien device had other ideas, because when the green light dissipated, he was in the shape of Stinkfly.

“Well, beggars can’t be choosers,” Kevin muttered and grabbed his shoulder.

He _pulled_ and the energy flowed into him, reshaping his body. His skin turned into green carapace and translucent wings grew from his back, tearing through his shirt.

Now armed with alien powers, they both jumped into the fray.

* * *

Charmcaster was _this_ close to throwing all caution to the wind and trying a few stronger spells that might not wash off Archamada like water from a goose (but would probably reduce this museum and everything in its immediate vicinity to ashes) when two – people? monsters? – _beings_ joined the fight.

“I told you not to create homunculi!” Uncle Hex yelled at her. He managed to encase Archamada in another barrier, giving them a few seconds of respite.

“They’re not mine!” Charmcaster shouted back.

His barrier was already starting to crack and Charmcaster hastily repaired the broken gargoyles. They were going to need more cannon fodder.

“Hey! We’re not ham– humid– homicidal!” one of the creatures, the more insectoid one, complained.

“Just thought we could give you a hand,” the other one added. It looked like a human boy if not for the wings and green skin.

Never one to look a gift horse in the mouth, Uncle Hex ordered, “Separate the pages and _keep_ them separate. Archamada isn’t limitless.”

Charmcaster scowled, “Except it doesn’t look like the damn thing is anywhere close to tiring.”

The barrier shattered into pieces and Archamada aimed another row of spears at them.

* * *

Hidden around the corner, Gwen watched the fight and bitterly wished she could do something to help. Even more bitter was the realization that the others were handling it just fine without her.

The sharp pages were caught by the stone creatures or glued to the floor by Stinkfly’s slime. Kevin absorbed and redirected the lightning blasts that the book was throwing at them while Hope and her uncle created barriers to block the spears.

The book itself looked like it was tiring, its attacks growing weaker. It was dipping in the air like it didn’t have enough energy to float properly.

Then its cover began to glow.

“Get down!” Hope screamed and threw herself at Ben and Kevin. A purple barrier surrounded all three of them.

Her uncle barked out a spell and a sunlight-yellow barrier flickered into existence around Archamada.

Gwen didn’t see what happened next: Grandpa Max pulled her back and threw them both on the floor. The searing light grew even brighter and a booming noise of something not unlike an explosion made the entire museum tremble.

When the light faded Gwen scrambled back to her feet and looked into the ruined hall.

Lying on the floor among the purple pieces of a shattered magic barrier, the boys and Hope looked dazed, but mostly uninjured. Hope’s uncle, on the other hand, was lying on the floor unconscious: it looked like trying to contain Archamada didn’t give him a chance to protect himself.

A malicious hiss echoed across the hall and the tattered Archamada rose into the air once again. Crimson mist gathered around it and started to slowly solidify into another spear that the book aimed straight at the unconscious wizard.

Gwen bolted towards him and tried to shake him awake. When that failed, she grabbed the magic staff from his hands and aimed it at the book, hoping it would work.

The staff writhed like a snake and wrapped painfully tight around her right arm. The staff felt so cold, it _burned_. Gwen gasped and felt her body going numb, like it was leeching the life out of her. The bird skull on top of the staff let out an ear-piercing screech and somehow Gwen knew that it refused to recognize her as its master, refused to obey her will.

Gwen bared her teeth and clutched the magic object tighter. She poured every ounce of her willpower into the staff, _demanding_ it to work, and its open beak glowed magenta.

A narrow beam of energy it released cleaved the book down the middle. Its halves twitched weakly and fell on the floor, the half-formed crimson spear dissolving completely. Gwen lowered her arm, the magic staff wrapped around it suddenly heavier than lead. She swayed on her feet, her world growing darker, and dropped unconscious.

* * *

Barely awake himself, Hex caught the girl before she could hit the floor and carefully lowered her down. He clutched the ring that went through the bird skull on top of the Staff of Ages and commanded it to release her. The artefact obeyed immediately and slithered off her arm, the skin underneath already starting to bruise.

“Gwen! Are you alright?” an overweight man in a truly hideous flower shirt yelled, running towards them, and the two not-quite-homunculi landed nearby, looking just as concerned.

So they all knew each other? Interesting.

“She will be fine,” Hex replied. “I haven’t placed any truly dangerous defenses upon the Staff of Ages.”

“She’s just tired,” Charmcaster added, stumbling closer. “Dunno how she managed to get the staff to work, but it’s one hell of a mana-drainer if you’re not keyed into it.” She ruffled through her bag and pulled out one of the crystal spheres she used for mana storage. “Here. This should work as a pick-me-up.”

Charmcaster knelt down and put the sphere into Gwen’s hand. The swirling purple energy within it slowly leaked out and sank beneath her skin. Then her fingers twitched and wrapped around the sphere, draining the energy faster, and with a pained groan the girl woke up.

* * *

Between the two of them, Hex and Charmcaster (because _of course_ their names weren’t Henry and Hope) managed to restore the exhibition hall to some semblance of order. They gathered the pieces of Archamada and the remaining gargoyles and bailed out before the authorities could arrive.

Now they were all sitting in a small diner under what Hex referred to as a privacy ward that would block anyone from listening in and shared their equally wild and strange stories.

“So you guys are actually from a different world? That’s so cool!” Ben gushed. “Can everyone use magic there? Are you even human or are you actually aliens?”

“Our ancestors came to Ledgerdomain from Earth,” Hex replied. “We are just as human as you are.”

“Just a little more geared towards magic,” Charmcaster added. “Ledger is so full of mana, that everyone who has been born in that place or just lived there for some time is affected by it. Every Ledgerian can become a mage, so long as they bother to study and train. But speaking of training…”

Charmcaster opened her strange bag that seemed to contain infinite space inside and took out a pocket-sized book. She tapped its purple cover and the book grew into a large tome.

“This was my first spellbook,” she explained. “Beginner spells, basic glyphs, rules of magic… stuff like that. It’s a good intro and I think it would serve you well.”

Gwen felt her eyes widen, “You think I can learn magic? Really?!”

“You bent the Staff of Ages to your will,” Hex said. “That should have been impossible for someone lacking any kind of training, yet you did it. The sheer amount of power you can one day possess is staggering. It would be a shame to let this potential go to waste.” Charmcaster smirked and Hex sighed in irritation, “Oh, stop being so smug. I am allowed to make exceptions.”

Charmcaster snickered, “Just keep telling yourself that, uncle. The next thing you know, you’re opening a school of witchcraft and wizardry.”

“No magic schools, Charmcaster. Do I look like Dumbledore?”

“Wait. You’ve read ‘Harry Potter’?” Gwen asked incredulously.

Hex rolled his eyes with barely hidden amusement, “Charmcaster did. Then she told me about it in excruciating detail. I truly do not know why those books are so popular, considering the numerous things they got wrong.”

Charmcaster shrugged, “Eh, it’s not like many people these days know what real magic is like. Though weirdly enough, a couple of things are actually pretty accurate. Like this!” She dug into her bag again and took out a small mirror, “Tap it three times and say my name. Then my own mirror will activate and we’ll be able to talk through them.”

“But why not just use phones?”

“Magic tends to interfere with electronics,” Hex explained. “Our home is far too saturated with magical energies for any sophisticated machine to work properly.”

“And don’t even get me started on computers,” Charmcaster complained. “I’ve been trying to whip up some kind of Faraday cage equivalent for magic because going to the library every time I want to use the internet is driving me nuts.”

Gwen winced, “Yeah, I’d rather not break my laptop. Or the Rustbucket. Or Ben’s watch.”

Hex waved a hand in the air, “Do not concern yourself with this matter. Unless you scribe the same amount of wards around your home that we did in ours or cast any powerful spells, your technology should be safe. Your natural charge is hardly enough to damage anything, especially if you remember to regularly dissipate it.”

Gwen blinked dazedly, “…I’ll pretend I understood all of that.”

“I know all this stuff sounds weird and complicated, especially for someone who has only just learned that magic exists,” Charmcaster said. “But you really do have the talent, Gwen. So just read the book, practice, and if you have any questions, we're always ready to help.”

**Notes for the Chapter:**

> Charmcaster is a ‘Harry Potter’ fan because I said so. Also, the wiki doesn’t give those stone creatures any names other than, well, stone creatures, so I had to improvise. Plus, ‘Gargoyles’ is one of my favorite cartoons (if you haven’t watched it yet, then please do so, because it’s awesome).
> 
> Also, kudos to whoever can guess which fandom the fight with Archamada is a reference to.


End file.
